As filed with the Securities and Exchange Commission on September 23, 2026

No. 333-               

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PATRICK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Indiana	3714	35-1057796
(State of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

107 W. Franklin St.

Elkhart, Indiana 46516

(574) 294-7511

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joel D. Duthie

Executive Vice President, Chief Legal Officer and Secretary

Patrick Industries, Inc.

107 W. Franklin St.

Elkhart, Indiana 46516

(574) 294-7511

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Heidi J. Steele McDermott Will & Schulte LLP 444 West Lake Street Suite 4000 Chicago, Illinois 60606 (312) 372-2000	Hilary R. Johnson Kelly M. Stanley Executive Vice Presidents, Co-Chief Legal Officers LCI Industries 3501 County Road 6 East Elkhart, Indiana 46514 (574) 535- 1125	Robert M. Hayward, P.C. Lanchi D. Huynh Kirkland & Ellis LLP 333 West Wolf Point Plaza Chicago, Illinois 60654 (312) 862-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and the consummation of

the merger described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G,

check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement

number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth

company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further

amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this

registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY—SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2026

JOINT LETTER TO

SHAREHOLDERS OF PATRICK INDUSTRIES, INC. AND

STOCKHOLDERS OF LCI INDUSTRIES

To the Shareholders of Patrick Industries, Inc. and the Stockholders of LCI Industries:

Patrick Industries, Inc. (which we refer to as “Patrick”) and LCI Industries (which we refer to as “LCI”) have entered into an

agreement and plan of merger (which, as it may be further amended from time to time, we refer to as the “merger agreement”),

pursuant to which they agreed to combine their respective businesses. The combined company will be a premier component

solutions provider serving the global outdoor recreation, housing and transportation markets. Pursuant to the terms of the merger

agreement, Planet First Merger Sub Inc., a direct wholly owned subsidiary of Patrick (which we refer to as “First Merger Sub”)

will merge with and into LCI (which we refer to as the “first merger”), with LCI surviving as a direct wholly owned subsidiary of

Patrick (which we refer to as the “initial surviving entity”), and, immediately following the first merger, and as part of the same

overall transaction as the first merger, the initial surviving entity will merge with and into Planet Second Merger Sub LLC, a

direct wholly owned subsidiary of Patrick (which we refer to as “Second Merger Sub”), with Second Merger Sub surviving the

second merger as a direct wholly owned subsidiary of Patrick (which we refer to as the “second merger”). We collectively refer to

the first merger and the second merger as the “merger.”

Upon successful completion of the merger, each issued and outstanding share of LCI common stock will be converted into

the right to receive 1.2440 shares of Patrick common stock (which ratio we refer to as the “exchange ratio”), together with cash in

lieu of any fractional shares (collectively, the “merger consideration”), as further described in the joint proxy statement/prospectus

The information in the accompanying joint proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities

and Exchange Commission is effective. The accompanying joint proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any

jurisdiction where the offer or sale is not permitted.

accompanying this notice. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Patrick

common stock or LCI common stock between the dates of signing of the merger agreement and completion of the merger. The

market value of the merger consideration will fluctuate with the price of Patrick common stock. Based on the closing price of

Patrick common stock on [             ], 2026, the last practicable date before the date of the joint proxy statement/prospectus

accompanying this notice, the value of the per-share merger consideration payable to holders of LCI common stock upon

completion of the merger was approximately $[              ]. Patrick shareholders will continue to own their existing Patrick shares.

As of the date of this joint proxy statement/prospectus, based on the estimated number of shares of Patrick common stock and LCI

common stock that will be outstanding immediately prior to the completion of the merger, we estimate that Patrick shareholders

will own approximately 52% and LCI stockholders will own approximately 48% of the issued and outstanding shares of the

combined company immediately following the completion of the merger. Patrick common stock is traded on the Nasdaq Global

Select Market (the “Nasdaq”) under the symbol “PATK,” and LCI common stock is traded on the New York Stock Exchange

under the symbol “LCII.” Patrick common stock, including the shares of Patrick common stock to be issued to LCI stockholders

as merger consideration, will continue to be listed on the Nasdaq under the ticker symbol “PATK.” If the proposal to amend

Patrick’s articles of incorporation is approved, Patrick’s corporate name will be changed to “[              ]” in connection with the

completion of the merger. We encourage you to obtain updated quotes for the Patrick common stock and the LCI common stock.

Patrick and LCI will each hold virtual special meetings of their respective shareholders and stockholders in connection with

the proposed merger, which are referred to as the Patrick special meeting and the LCI special meeting, respectively.

At the Patrick special meeting, Patrick shareholders will be asked to consider and vote on: (1) a proposal to approve the

issuance of shares of common stock, no par value per share, of Patrick (which we refer to as “Patrick common stock”) to LCI

stockholders pursuant to the merger agreement (which we refer to as the “Patrick share issuance proposal”); (2) a proposal to

adopt and approve an amendment to Patrick’s articles of incorporation, as amended, to increase the number of authorized shares

of Patrick common stock (which we refer to as the “Patrick authorized stock increase proposal”); (3) a proposal to adopt and

approve the amendment and restatement of Patrick’s articles of incorporation as set forth in Annex B to this joint proxy statement/

prospectus (which we refer to as the “Patrick articles amendment and restatement proposal”); and (4) a proposal to approve one or

more adjournments of the Patrick special meeting to a later date or time, if necessary or appropriate, including adjournments to

permit the solicitation of additional votes or proxies, if there are not sufficient votes cast at the Patrick special meeting to approve

the Patrick share issuance proposal or the Patrick authorized stock increase proposal (which we refer to as the “Patrick

adjournment proposal”).

At the LCI special meeting, LCI stockholders will be asked to consider and vote upon: (1) a proposal to adopt the merger

agreement and approve the merger and the other transactions contemplated thereby (which we refer to as the “LCI merger proposal”);

(2) a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to LCI’s named

executive officers relating to the merger (which we refer to as the “LCI advisory compensation proposal”); and (3) a proposal to

approve the adjournment of the LCI special meeting, if necessary or appropriate, including to solicit additional proxies if there are not

sufficient votes at the time of the LCI special meeting to approve the LCI merger proposal (which we refer to as the “LCI adjournment

proposal”).

The Patrick board of directors, after considering the factors more fully described in the enclosed joint proxy

statement/prospectus, has unanimously: (1) determined that the merger agreement and the transactions contemplated thereby,

including the merger, the issuance of shares of Patrick common stock in connection with the first merger and the proposed

amendments to Patrick’s articles of incorporation in connection with the merger, are advisable and in the best interests of

Patrick and its shareholders; (2) approved and declared advisable the merger agreement, the issuance of Patrick common

stock in connection with the first merger and the proposed amendments to Patrick’s articles of incorporation; and (3)

recommends that Patrick shareholders vote “FOR” the Patrick share issuance proposal, “FOR” the Patrick authorized stock

increase proposal, “FOR” the Patrick articles amendment and restatement proposal and “FOR” the Patrick adjournment

proposal.

The LCI board of directors: (1) has unanimously determined that it is fair to, and in the best interests of, LCI and its

stockholders, and declared it advisable, that LCI enter into the merger agreement and consummate the merger and the other

transactions contemplated by the merger agreement; (2) has unanimously approved and declared advisable the merger

agreement and the consummation of the transactions contemplated by the merger agreement, including the merger; and

(3) unanimously recommends that LCI stockholders vote “FOR” the LCI merger proposal, “FOR” the LCI advisory

compensation proposal and “FOR” the LCI adjournment proposal.

We cannot complete the merger unless the LCI stockholders approve the LCI merger proposal and the Patrick shareholders

approve both the Patrick share issuance proposal and the Patrick authorized stock increase proposal. Your vote on these matters is

very important, regardless of the number of shares you own. Whether or not you plan to attend your respective shareholder or

stockholder meeting in person, please promptly complete and return the applicable enclosed proxy card or submit your proxy

by phone or the internet. Submitting a proxy now will not prevent you from being able to vote at the relevant company’s

special meeting.

If you support the consummation of the merger, as a Patrick shareholder you should vote “FOR” both the Patrick

share issuance proposal, the Patrick authorized stock increase proposal and the Patrick articles amendment and restatement

proposal, and as an LCI stockholder you should vote “FOR” the LCI merger proposal.

The joint proxy statement/prospectus accompanying this notice is also being delivered to LCI stockholders as Patrick’s

prospectus for its offering of shares of Patrick common stock in connection with the merger.

The obligations of Patrick and LCI to complete the merger are subject to the satisfaction or waiver of the conditions set forth

in the merger agreement, a copy of which is included as part of the accompanying joint proxy statement/prospectus. The

accompanying joint proxy statement/prospectus provides you with detailed information about the shareholder and stockholder special

meetings, the merger, and the proposals. You are encouraged to read the accompanying joint proxy statement/prospectus carefully and

in its entirety. In particular, you should carefully read the section titled “Risk Factors” beginning on page 38 of the

accompanying joint proxy statement/prospectus for a discussion of risks you should consider in evaluating the merger and the

issuance of shares of Patrick common stock in connection with the merger and how they will affect you.

Sincerely,	Sincerely,
Andy L. Nemeth Chief Executive Officer & Chairman of the Board Patrick Industries, Inc.	John A. Sirpilla Interim Chief Executive Officer LCI Industries

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the

securities to be issued under the accompanying joint proxy statement/prospectus, the merits or fairness of the merger, or

passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal

offense.

The accompanying joint proxy statement/prospectus is dated [            ], 2026 and is first being mailed to Patrick shareholders and

LCI stockholders on or about [           ], 2026.

 

107 W. Franklin Street

Elkhart, Indiana 46516

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS OF

PATRICK INDUSTRIES, INC.

TO BE HELD VIRTUALLY ON [              ], 2026

To the Shareholders of Patrick Industries, Inc.,

You are cordially invited to attend a virtual-only special meeting of shareholders (which we refer to as the

“Patrick special meeting”) of Patrick Industries, Inc. (which we refer to as “Patrick”) to be held on [            ], 2026,

at [           ], Eastern Time, via live webcast at [              ] (which we refer to as the “Patrick special meeting

website”), to consider and vote on:

•a proposal to approve the issuance of shares of common stock, no par value per share, of Patrick (which we

refer to as “Patrick common stock”) to the stockholders of LCI Industries (which we refer to as “LCI”),

pursuant to the Agreement and Plan of Merger, dated as of June 30, 2026 (which, as it may be further

amended, modified or supplemented from time to time, we refer to as the “merger agreement”), by and

among Patrick, LCI, Planet First Merger Sub Inc., a direct wholly owned subsidiary of Patrick (which we

refer to as “First Merger Sub”), and Planet Second Merger Sub LLC, a direct wholly owned subsidiary of

Patrick (which we refer to as “Second Merger Sub”) (which we refer to as the “Patrick share issuance

proposal”);

•a proposal to adopt and approve an amendment to Patrick’s articles of incorporation, as amended, to

increase the number of authorized shares of Patrick common stock (which we refer to as the "Patrick

authorized stock increase proposal”);

•a proposal to adopt and approve the amendment and restatement of Patrick’s articles of incorporation as set

forth in Annex B to this joint proxy statement/prospectus (which we refer to as the “Patrick articles

amendment and restatement proposal”); and

•a proposal to approve one or more adjournments of the Patrick special meeting to a later date or time, if

necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies, if

there are not sufficient votes to approve the Patrick share issuance proposal or the Patrick authorized stock

increase proposal (which we refer to as the “Patrick adjournment proposal” and, together with the Patrick

share issuance proposal, Patrick authorized stock increase proposal and Patrick articles amendment and

restatement proposal, the “Patrick proposals”).

Patrick will transact no other business at the Patrick special meeting. The Patrick board of directors (which

we refer to as the “Patrick board”) has set the record date for the Patrick special meeting as [              ], 2026. Only

holders of Patrick common stock (which we refer to as “Patrick shareholders”) of record as of the close of business

on such record date are entitled to notice of, and to vote at, the Patrick special meeting (via the Patrick special

meeting website or by proxy) and any adjournment or postponement of the Patrick special meeting. For additional

information regarding the Patrick special meeting, see the section titled “Special Meeting of Patrick Shareholders”

beginning on page 54 of the joint proxy statement/prospectus accompanying this notice.

The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick

share issuance proposal, “FOR” the Patrick authorized stock increase proposal, “FOR” the Patrick articles

amendment and restatement proposal and “FOR” the Patrick adjournment proposal.

The accompanying joint proxy statement/prospectus describes the Patrick proposals in more detail. Please

refer to the attached documents, including the merger agreement and the related plan of merger and the other

annexes and any documents incorporated by reference, for further information with respect to the business to be

transacted at the Patrick special meeting. You are encouraged to read the entire document carefully before voting. In

particular, see the section titled “The Merger” beginning on page 72 of the joint proxy statement/prospectus

accompanying this notice for a description of the transactions contemplated by the merger agreement, including the

Patrick share issuance proposal, the Patrick authorized stock increase proposal, the Patrick articles amendment and

restatement proposal and the Patrick adjournment proposal, and the section titled “Risk Factors” beginning on

page 38 of the joint proxy statement/prospectus accompanying this notice for an explanation of the risks associated

with the transactions contemplated by the merger agreement, including the Patrick share issuance proposal, the

Patrick authorized stock increase proposal, the Patrick articles amendment and restatement proposal and the Patrick

adjournment proposal.

Your vote is very important, regardless of the number of shares of Patrick common stock you own.

We cannot complete the transactions contemplated by the merger agreement without approval of the Patrick share

issuance proposal and the Patrick authorized stock increase proposal. Assuming a quorum is present, the approval of

the Patrick share issuance proposal, Patrick articles amendment and restatement proposal and Patrick adjournment

proposal require the affirmative vote of a majority of votes cast on such proposal, and the approval of the Patrick

authorized stock increase proposal requires the affirmative vote of a majority of the Patrick shares entitled to vote on

the proposal. A failure to vote your shares, or to provide instructions to your broker, bank or other nominee

as to how to vote your shares, is the equivalent of a vote against the Patrick authorized stock increase

proposal.

Whether or not you plan to attend the Patrick special meeting via the Patrick special meeting

website, we urge you to please submit a proxy to vote your shares as promptly as possible by (1) visiting the

internet site listed on the Patrick proxy card, (2) calling the toll-free number listed on the Patrick proxy card

or (3) submitting your Patrick proxy card by mail by using the provided postage-paid envelope. If your

shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting

instruction form furnished by the broker, bank or other nominee. Submitting a proxy now will not prevent you

from being able to vote at the Patrick special meeting, but it will help to secure a quorum and avoid added

solicitation costs. Any eligible holder of Patrick common stock who is present at the Patrick special meeting may

vote at the Patrick special meeting via the Patrick special meeting website, thereby revoking any previously

submitted proxy. In addition, a proxy may be revoked in writing before the Patrick special meeting in the manner

described in the accompanying joint proxy statement/prospectus.

If you have any questions concerning the Patrick proposals, the merger or the accompanying joint proxy statement/

prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of

Patrick common stock, please contact Patrick by writing to:

Patrick Industries, Inc. 107 W. Franklin Street Elkhart, Indiana 46516 Attention: Office of the Secretary irrequests@patrickind.com

Before voting your shares, we urge you to read the accompanying joint proxy statement/prospectus

carefully, including its annexes and the documents incorporated by reference in the document. Your prompt

attention is greatly appreciated.

	BY ORDER OF THE BOARD OF DIRECTORS,
	Joel D. Duthie
	Executive Vice President, Chief Legal Officer and Secretary
	Patrick Industries, Inc.

3501 County Road 6 East

Elkhart, Indiana 46514

NOTICE OF THE SPECIAL MEETING OF

STOCKHOLDERS OF LCI INDUSTRIES

TO BE HELD VIRTUALLY ON [              ], 2026

To the Stockholders of LCI Industries,

You are cordially invited to attend a virtual-only special meeting of stockholders (which we refer to as the

“LCI special meeting”) of LCI Industries (which we refer to as “LCI”) to be held on [              ], 2026, at [              ],

Eastern Time, via live webcast at [              ] (which we refer to as the “LCI special meeting website”),to consider

and vote on:

•a proposal to adopt the Agreement and Plan of Merger, dated as of June 30, 2026 (which, as it may be

further amended, modified or supplemented from time to time, we refer to as the “merger agreement”), a

copy of which is attached as Annex A to the joint proxy statement/prospectus of which this notice is a part,

by and among Patrick Industries, Inc. (which we refer to as “Patrick”), Planet First Merger Sub Inc., a

direct wholly owned subsidiary of Patrick (which we refer to as “First Merger Sub”), Planet Second Merger

Sub LLC, a direct wholly owned subsidiary of Patrick (which we refer to as “Second Merger Sub”), and

LCI, pursuant to which each outstanding share of common stock, par value $0.01 per share, of LCI (which

we refer to as “LCI common stock”), excluding shares of LCI common stock held by LCI, Patrick or any of

their respective subsidiaries, will be converted into the right to receive 1.2440 shares of common stock, no

par value per share, of Patrick, with cash to be paid in lieu of fractional shares (which we refer to as the

“LCI merger proposal”);

•a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become

payable to LCI’s named executive officers that is based on or otherwise relates to the mergers contemplated

by the merger agreement (which we refer to as the “LCI advisory compensation proposal”); and

•a proposal to approve one or more adjournments of the LCI special meeting to a later date or time, if

necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if

there are not sufficient votes to approve the LCI merger proposal (which we refer to as the “LCI

adjournment proposal” and, together with the LCI merger proposal and the LCI advisory compensation

proposal, the “LCI proposals”).

The accompanying joint proxy statement/prospectus describes the proposals listed above and the merger

agreement and the transactions contemplated thereby in more detail. Upon the terms and subject to the conditions set

forth in the merger agreement, (i) First Merger Sub will merge with and into LCI (which we refer to as the “first

merger”), with LCI surviving as a direct wholly owned subsidiary of Patrick (which we refer to as the “initial

surviving entity”), and (ii) immediately following the first merger, and as part of the same overall transaction as the

first merger, the initial surviving entity will merge with and into Second Merger Sub (which we refer to as the

“second merger” and, together with the first merger, the “merger”), with Second Merger Sub surviving the second

merger as a direct wholly owned subsidiary of Patrick.

You should carefully read and consider the entire joint proxy statement/prospectus and the accompanying

annexes, including the merger agreement attached as Annex A, along with all of the documents incorporated by

reference, as they contain important information about, among other things, the merger and how it affects you. In

particular, see the section titled “The Merger” beginning on page 72 of the joint proxy statement/prospectus

accompanying this notice for a description of the transactions contemplated by the merger agreement and the section

titled “Risk Factors” beginning on page 38 of the joint proxy statement/prospectus accompanying this notice for an

explanation of the risks associated with the transactions contemplated by the merger agreement.

The LCI board of directors (which we refer to as the “LCI board”) has unanimously approved the merger

agreement and the transactions contemplated thereby, including the merger. The LCI board unanimously

recommends that LCI stockholders vote “FOR” the LCI merger proposal, “FOR” the LCI advisory

compensation proposal and “FOR” the LCI adjournment proposal.

The LCI board has set the record date for the LCI special meeting as [           ], 2026. Only holders of LCI

common stock (which we refer to as “LCI stockholders”) of record as of the close of business on such record date

are entitled to notice of, and to vote at, the LCI special meeting (via the LCI special meeting website or by proxy)

and any adjournment or postponement of the LCI special meeting. For additional information regarding the LCI

special meeting, see the section titled “Special Meeting of LCI Stockholders” beginning on page 63 of the joint

proxy statement/prospectus accompanying this notice.

Your vote is very important, regardless of the number of shares of LCI common stock you own. We cannot

complete the transactions contemplated by the merger agreement unless LCI stockholders vote to approve the LCI

merger proposal. The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock

entitled to vote on the LCI merger proposal is required to approve such proposal. A failure to vote your shares, or to

provide instructions to your broker, bank or other nominee as to how to vote your shares, is the equivalent of a vote

against the LCI merger proposal.

Whether or not you plan to attend the LCI special meeting via the LCI special meeting website, we urge you to

please submit a proxy to vote your shares as promptly as possible by (1) visiting the internet site listed on the LCI

proxy card, (2) calling the toll-free number listed on the LCI proxy card or (3) submitting your LCI proxy card by

mail by using the provided postage-paid envelope. If your shares are held in the name of a broker, bank or other

nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other

nominee. Submitting a proxy now will not prevent you from being able to vote at the LCI special meeting, but it will

help to secure a quorum and avoid added solicitation costs. Any eligible holder of LCI common stock who is present

at the LCI special meeting may vote at the LCI special meeting via the LCI special meeting website, thereby

revoking any previously submitted proxy. In addition, a proxy may be revoked in writing before the LCI special

meeting in the manner described in the accompanying joint proxy statement/prospectus.

If you have any questions concerning the LCI proposals, the merger or the accompanying joint proxy statement/

prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of

LCI common stock, please contact LCI’s proxy solicitor:

D.F. King & Co, Inc. 28 Liberty Street, Floor 53 New York, NY 10005 Call Toll-Free: (800) 859-8509 Banks and Brokers Call: (212) 448-4476 Email: LCII@dfking.com

Before voting your shares, we urge you to read the accompanying joint proxy statement/prospectus carefully,

including its annexes and the documents incorporated by reference in the document. Your prompt attention is greatly

appreciated.

	BY ORDER OF THE BOARD OF DIRECTORS,
	Hilary R. Johnson
	Executive Vice President, Co-Chief Legal Officer, and Corporate Secretary
	LCI Industries

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information

about Patrick Industries, Inc. (which we refer to as “Patrick”) and LCI Industries (which we refer to as “LCI”) from

other documents that are not included in or delivered with this joint proxy statement/prospectus, including

documents that Patrick and LCI have filed with the U.S. Securities and Exchange Commission (which we refer to as

the “SEC”). For a listing of documents incorporated by reference herein, see the section titled “Where You Can Find

More Information.” This information is available for you to review through the SEC’s website at https://

www.sec.gov.

You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by

reference herein or other information concerning Patrick or LCI, without charge. To receive a copy of any such

documents, please contact the appropriate company or its proxy solicitor at the following addresses and telephone

numbers:

For Patrick Shareholders:		For LCI Stockholders:
Patrick Industries, Inc. 107 W. Franklin Street Elkhart, Indiana 46516 Attention: Office of the Secretary irrequests@patrickind.com		LCI Industries 3501 County Road 6 East Elkhart, Indiana 46514 Attention: Investor Relations investors@LCI1.com

		Proxy Solicitor:
		D.F. King & Co, Inc. 28 Liberty Street, Floor 53 New York, NY 10005 Call Toll-Free: (800) 859-8509 Banks and Brokers Call: (212) 448-4476 Email: LCII@dfking.com

If you would like to request any of the documents that are incorporated by reference into this joint proxy

statement/prospectus, please do so by [              ], 2026, which is five business days prior to the date of the Patrick

special meeting (as defined in the section titled “Questions and Answers About the Merger and the Special

Meetings”) and the LCI special meeting (as defined in the section titled “Questions and Answers About the Merger

and the Special Meetings”), in order to receive them before the applicable meeting.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Patrick (File

No. 333-[       ], constitutes a prospectus of Patrick under Section 5 of the Securities Act of 1933, as amended (which

we refer to as the “Securities Act”), with respect to the shares of common stock of Patrick, no par value per share

(which we refer to as “Patrick common stock”), to be issued to LCI stockholders pursuant to the Agreement and

Plan of Merger, dated as of June 30, 2026 (which, as it may be further amended, modified or supplemented from

time to time, we refer to as the “merger agreement”), among LCI, Patrick, Planet First Merger Sub Inc. (which we

refer to as “First Merger Sub”) and Planet Second Merger Sub LLC (which we refer to as “Second Merger Sub”).

This document also constitutes a notice of meeting and proxy statement of each of Patrick and LCI under

Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).

Patrick has supplied all information contained or incorporated by reference herein relating to Patrick, and LCI

has supplied all information contained or incorporated by reference herein relating to LCI. Patrick and LCI have

both contributed to the information relating to the merger agreement contained in this joint proxy statement/

prospectus.

Neither Patrick nor LCI has authorized anyone to provide any information or to make any representations other

than those contained in or incorporated by reference herein (including the annexes hereto) in connection with any

vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement.

Patrick and LCI take no responsibility for, and can provide no assurance as to the reliability of, any other

information that others may give you. This joint proxy statement/prospectus is dated [       ], 2026, and you should

not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other

than such date unless otherwise specifically provided herein. Further, you should not assume that the information

incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the

incorporated document. Neither Patrick nor LCI assumes any obligation to update the information contained in this

document (whether as a result of new information, future events or otherwise), except as required by applicable law.

Neither the mailing of this joint proxy statement/prospectus to Patrick shareholders or LCI stockholders nor the

issuance by Patrick of shares of Patrick common stock pursuant to the merger agreement will create any implication

to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any

securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to

make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS	1
SUMMARY	19
Information About the Companies	19
The Merger and the Merger Agreement	20
Merger Consideration to LCI Stockholders	20
Risk Factors	20
Treatment of LCI Equity and Equity-Based Awards	21
Treatment of Patrick Equity and Equity-Based Awards	22
Recommendation of the Patrick Board of Directors and Reasons for the Merger	22
Recommendation of the LCI Board of Directors and Reasons for the Merger	23
Opinions of Financial Advisors	23
Special Meeting of Patrick Shareholders	24
Special Meeting of LCI Stockholders	27
Board of Directors of the Combined Company Following the Consummation of the Merger	30
Interests of Patrick Directors and Executive Officers in the Merger	30
Interests of LCI Directors and Executive Officers in the Merger	31
Conditions to the Closing of the Merger	32
No Solicitation	32
Termination	33
Termination Fees; Expenses	34
No Appraisal Rights	34
Regulatory Approvals	34
Specific Performance; Remedies	35
Litigation Related to the Merger	35
Material U.S. Federal Income Tax Consequences of the Merger	35
Comparison of Shareholders’ / Stockholders’ Rights	35
Listing of Patrick Common Stock; Delisting and Deregistration of LCI Common Stock	35
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION	36
Market Prices	36
Dividends	36
RISK FACTORS	38
Risks Relating to the Merger	38
Risks Relating to the Combined Company Following Consummation of the Merger	46
Risks Relating to Patrick’s Business	50
Risks Relating to LCI’s Business	50
Risks Relating to Tax Matters	50
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	51
INFORMATION ABOUT THE COMPANIES	52
Patrick Industries, Inc.	52
LCI Industries	52
Planet First Merger Sub Inc.	52
Planet Second Merger Sub LLC	53
SPECIAL MEETING OF PATRICK SHAREHOLDERS	54
Date, Time and Place	54

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Purpose of the Patrick Special Meeting	54
Recommendation of the Patrick Board of Directors	54
Record Date and Outstanding Shares of Patrick Common Stock	54
Vote of Patrick’s Directors and Executive Officers	55
Quorum; Abstentions, Failure to Vote and Broker Non-Votes	55
Required Vote	55
Methods of Voting	56
Revocability of Proxies	57
Adjournments	57
Proxy Solicitation Costs	58
No Appraisal Rights	58
Assistance	58
PATRICK PROPOSALS	59
Proposal 1: The Patrick Share Issuance Proposal	59
Proposal 2: The Patrick Authorized Stock Increase Proposal	59
Proposal 3: The Patrick Articles Amendment and Restatement Proposal	60
Proposal 4: The Patrick Adjournment Proposal	61
SPECIAL MEETING OF LCI STOCKHOLDERS	63
General	63
Date, Time and Place	63
Purpose of the LCI Special Meeting	63
Recommendation of the LCI Board of Directors	63
Record Date, LCI Stockholders Entitled to Vote and Voting Rights	64
Voting by LCI’s Directors and Executive Officers	64
Quorum	64
Required Vote; Treatment of Abstentions, Broker Non-Votes and Failures to Vote	64
Methods of Voting	65
Revocability of Proxies	67
Solicitation of Proxies; Proxy Solicitation Costs	67
Adjournment	67
No Appraisal Rights	68
Assistance	68
LCI PROPOSALS	69
The LCI Merger Proposal	69
The LCI Advisory Compensation Proposal	69
The LCI Adjournment Proposal	70
THE MERGER	72
Merger Structure	72
Parties to the Merger	72
Background of the Merger	73
Merger Consideration to LCI Stockholders	89
Closing and Effective Time of the Merger	90
Governance of the Combined Company Following the Consummation of the Merger	90
Ownership of the Combined Company	92
Recommendation of the Patrick Board of Directors and Reasons for the Merger	92

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Opinions of Patrick’s Financial Advisors	96
Recommendation of the LCI Board of Directors and Reasons for the Merger	109
Opinion of LCI’s Financial Advisor	115
Certain Unaudited Prospective Financial Information	123
No Appraisal Rights	127
Regulatory Approvals	127
Interests of Patrick Directors and Executive Officers in the Merger	128
Interests of LCI Directors and Executive Officers in the Merger	134
Indemnification and Insurance	140
Listing of Patrick Common Stock; Delisting and Deregistration of LCI Common Stock	140
Accounting Treatment of the Merger	140
Treatment of LCI Indebtedness	141
Litigation Related to the Merger	141
THE MERGER AGREEMENT	142
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	168
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	172
COMPARISON OF SHAREHOLDERS’ / STOCKHOLDERS’ RIGHTS	192
VALIDITY OF COMMON STOCK	203
EXPERTS	204
HOUSEHOLDING OF PROXY MATERIALS	205
FUTURE SHAREHOLDER / STOCKHOLDER PROPOSALS	206
WHERE YOU CAN FIND MORE INFORMATION	208
ANNEX A: AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B: AMENDED AND RESTATED ARTICLES OF INCORPORATION	B-1
ANNEX C: AMENDED AND RESTATED BYLAWS	C-1
ANNEX D: FAIRNESS OPINION OF J.P. MORGAN SECURITIES LLC	D-1
ANNEX E: FAIRNESS OPINION OF ROBERT W. BAIRD & CO. INCORPORATED	E-1
ANNEX F: FAIRNESS OPINION OF PERELLA WEINBERG PARTNERS LP	F-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are answers to certain questions that you may have regarding the Patrick and LCI special

meetings. Patrick and LCI urge you to read carefully the remainder of this document because the information in this

section may not provide all the information that might be important to you in determining how to vote. Additional

important information is also contained in the annexes to, and the documents incorporated by reference in, this

document.

Q:Why am I receiving this joint proxy statement/prospectus?

A:You are receiving this joint proxy statement/prospectus because Patrick, LCI, First Merger Sub and Second

Merger Sub have entered into the merger agreement, providing for, on the terms and subject to the

conditions included in the merger agreement, the business combination of Patrick and LCI through the

merger of First Merger Sub with and into LCI (which we refer to as the “first merger”), with LCI surviving

as a direct wholly owned subsidiary of Patrick (which we refer to as the “initial surviving entity”),

immediately followed by the merger of the initial surviving entity with and into Second Merger Sub (which

we refer to as the “second merger” and, together with the first merger, the “merger”), with Second Merger

Sub surviving the second merger as a direct wholly owned subsidiary of Patrick (which we refer to as the

“final surviving entity”). Your vote is required in connection with the merger. The merger agreement,

which governs the terms and conditions of the merger, is attached to this joint proxy statement/prospectus

as Annex A.

Patrick. In order to consummate the merger, holders of Patrick common stock (which we refer to as the

“Patrick shareholders”) must approve (i) the issuance of shares of Patrick common stock to LCI

stockholders in connection with the merger (which we refer to as the “Patrick share issuance proposal”) in

accordance with the rules of the Nasdaq Global Select Market (the “Nasdaq”) and (ii) an amendment to

Patrick’s articles of incorporation, as amended, to increase the number of authorized shares of Patrick

common stock (which we refer to as the “Patrick authorized stock increase proposal”), in accordance with

the Indiana Business Corporation Law (which we refer to as the “IBCL”) and Patrick’s organizational

documents. In order to ensure that the merger is consummated, the Patrick board of directors (which we

refer to as the “Patrick board”) unanimously recommends that Patrick shareholders vote “FOR” both the

Patrick share issuance proposal and the Patrick authorized stock increase proposal. Patrick shareholders are

also being asked to adopt and approve the amendment and restatement of Patrick’s articles of incorporation

as set forth in Annex B to this joint proxy statement/prospectus (which we refer to as the “Patrick articles

amendment and restatement proposal”), which would govern the combined company if the merger is

consummated. The Patrick board also unanimously recommends that Patrick shareholders vote “FOR” the

Patrick articles amendment and restatement proposal. Patrick is holding a virtual special meeting of its

shareholders (which we refer to as the “Patrick special meeting”) to obtain these approvals. Your vote is

very important. We encourage you to submit a proxy to have your shares of Patrick common stock voted as

soon as possible.

LCI. In order to consummate the merger, holders of LCI common stock (as defined below) (which we refer

to as “LCI stockholders”) must adopt the merger agreement and approve the merger and the other

transactions contemplated thereby (which we refer to as the “LCI merger proposal”) in accordance with the

General Corporation Law of the State of Delaware (which we refer to as the “DGCL”) and LCI’s

organizational documents. In order to ensure that the merger is consummated, the LCI board of directors

(which we refer to as the “LCI board”) unanimously recommends that LCI stockholders vote “FOR” the

LCI merger proposal. LCI is holding a virtual special meeting of its stockholders (which we refer to as the

“LCI special meeting”) to obtain approval of the LCI merger proposal. Your vote is very important. We

encourage you to submit a proxy to have your shares of LCI common stock voted as soon as possible.

Q:When and where will the special meetings take place?

A:Patrick. The Patrick special meeting will be held virtually via live webcast on [          ], 2026, at [          ],

Eastern Time. Patrick shareholders will be able to attend the Patrick special meeting online and vote their

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shares electronically during the meeting by visiting [          ] (which we refer to as the “Patrick special

meeting website”). Because the Patrick special meeting is completely virtual and being conducted via live

webcast, Patrick shareholders will not be able to attend the meeting in person.

LCI. The LCI special meeting will be held virtually via live webcast on [          ], 2026, at [              ],

Eastern Time. LCI stockholders will be able to attend the LCI special meeting online and vote their shares

electronically during the meeting by visiting [          ] (which we refer to as the “LCI special meeting

website”). Because the LCI special meeting is completely virtual and being conducted via live webcast,

LCI stockholders will not be able to attend the meeting in person.

Q:What matters will be considered at the special meetings?

A:Patrick. The Patrick shareholders are being asked to consider and vote on:

•a proposal to approve the issuance of shares of Patrick common stock to LCI stockholders in connection

with the merger;

•a proposal to adopt and approve an amendment to Patrick’s articles of incorporation, as amended, to

increase the number of authorized shares of Patrick common stock;

•a proposal to adopt and approve the amendment and restatement of Patrick’s articles of incorporation as set

forth in Annex B to this joint proxy statement/prospectus (which we refer to as the “Patrick articles

amendment and restatement proposal”); and

•a proposal to approve one or more adjournments of the Patrick special meeting to a later date or time, if

necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies, if

there are not sufficient votes cast at the Patrick special meeting to approve the Patrick share issuance

proposal or the Patrick authorized stock increase proposal (which we refer to as the “Patrick adjournment

proposal”).

LCI. The LCI stockholders are being asked to consider and vote on:

•a proposal to adopt the merger agreement, providing for the business combination of LCI and Patrick

through the merger and the other transactions contemplated thereby;

•a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become

payable to LCI’s named executive officers that is based on or otherwise relates to the merger (which we

refer to as the “LCI advisory compensation proposal”); and

•a proposal to approve one or more adjournments of the LCI special meeting to a later date or time, if

necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if

there are not sufficient votes cast at the LCI special meeting to approve the LCI merger proposal (which we

refer to as the “LCI adjournment proposal”).

Q:Is my vote important?

A:Yes, your vote is very important, regardless of the number of shares that you own, and you are encouraged

to submit your proxy as soon as possible. The merger cannot be completed unless the Patrick share issuance

proposal and Patrick authorized stock increase proposal are approved by Patrick shareholders and the LCI

merger proposal is approved by LCI stockholders (in each case, assuming satisfaction of all other

conditions to closing). The merger will not be consummated unless (i) the Patrick share issuance proposal

and Patrick authorized stock increase proposal are approved by Patrick shareholders and (ii) the LCI merger

proposal is approved by LCI stockholders.

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Q:How do I vote my shares of Patrick common stock if I am the shareholder of record?

A:Patrick shareholders of record may vote their shares via the Patrick special meeting website at the Patrick

special meeting or by proxy. To vote by proxy, you must select one of the following options:

•Vote online:

◦Access the website listed in the proxy card you received.

◦Have your proxy card in hand.

◦Follow the instructions provided on the website.

◦Submit the electronic proxy before the required deadline [       ], 2026 at 11:59 p.m., Eastern Time).

•Vote by telephone:

◦Call the numbers listed in the proxy card you received.

◦Have your proxy card in hand.

◦Follow and comply with the recorded instructions by the deadline [       ], 2026 at 11:59 p.m., Eastern

Time).

•Vote by proxy card:

◦Complete all the required information on the proxy card.

◦Sign and date the proxy card.

◦Return the proxy card in the postage paid envelope provided. We must receive the proxy card no later

than [       ], 2026 for your vote to be counted.

Q:If my shares of Patrick common stock or LCI common stock are held in “street name” by my broker,

bank or other nominee, will my broker, bank or other nominee automatically vote those shares for

me?

A:If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder”

of the shares held for you in what is known as “street name.” The “record holder” of such shares is your

broker, bank or other nominee, and not you. If this is the case, this joint proxy statement/prospectus has

been forwarded to you by your broker, bank or other nominee. You must provide the record holder of

your shares with instructions on how to vote your shares. Otherwise, your broker, bank or other

nominee cannot vote your shares on the proposals to be considered at the Patrick special meeting or the LCI

special meeting, as applicable.

A “broker non-vote” occurs with respect to a particular proposal when a broker, bank or other nominee of

record that holds shares for a beneficial owner (a) does not receive any voting instructions from the

beneficial owner with respect to such shares, (b) does not have discretionary authority to vote on that

particular proposal and (c) does have discretionary authority to vote on, and returns a valid proxy with

respect to, another proposal presented on the same proxy.

Under the rules applicable to brokers, banks and other nominees who hold shares in “street name” for their

customers, such brokers, banks and other nominees have authority to vote on “routine” and “discretionary”

proposals when they have not received instructions from beneficial owners. However, brokers, banks and

other nominees are generally prohibited from exercising their voting discretion with respect to non-routine

and non-discretionary matters. All of the proposals currently expected to be voted on at the Patrick special

meeting and the LCI special meeting are non-routine and non-discretionary. As a result, absent specific

instructions from the beneficial owner of such shares, brokers, banks and other nominees will not be

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permitted to vote such shares. Failure to instruct your broker, bank or other nominee on how to vote your

shares will have no effect on the outcome of the vote on the Patrick share issuance proposal, the Patrick

articles amendment and restatement proposal, the Patrick adjournment proposal, the LCI advisory

compensation proposal or the LCI adjournment proposal. Failure to instruct your broker, bank or other

nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Patrick authorized

stock increase proposal and the LCI merger proposal.

Q:What Patrick shareholder vote is required for the approval of the Patrick share issuance proposal,

the Patrick authorized stock increase proposal, the Patrick articles amendment and restatement

proposal and the Patrick adjournment proposal?

A:The Patrick share issuance proposal. The Patrick share issuance proposal requires approval by a majority

of the votes cast on the proposal at the Patrick special meeting, assuming a quorum is present. Abstentions,

failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Patrick

share issuance proposal.

The Patrick authorized stock increase proposal. The Patrick authorized stock increase proposal requires

approval by a majority of the votes entitled to be cast on the proposal at the Patrick special meeting,

assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have the

same effect as a vote “AGAINST” the Patrick authorized stock increase proposal.

The Patrick articles amendment and restatement proposal. The Patrick articles amendment and restatement

proposal requires approval by a majority of the votes cast on the proposal at the Patrick special meeting,

assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no

effect on the outcome of the vote on the Patrick articles amendment and restatement proposal.

The Patrick adjournment proposal. The Patrick adjournment proposal requires approval by a majority of

the votes cast at the Patrick special meeting, assuming a quorum is present. Abstentions, failures to vote

and broker non-votes (if any) will have no effect on the outcome of the vote on the Patrick adjournment

proposal.

Q:What LCI stockholder vote is required for the approval of the LCI merger proposal, the LCI

advisory compensation proposal and the LCI adjournment proposal?

A:The LCI merger proposal. Approval of the LCI merger proposal requires the affirmative vote of the holders

of a majority of the shares of LCI common stock outstanding and entitled to vote on the proposal.

Abstentions and broker non-votes (if any) will have the same effect as a vote “AGAINST” the LCI merger

proposal. Failure to vote on the LCI merger proposal will have the same effect as a vote “AGAINST” the

LCI merger proposal.

The LCI advisory compensation proposal. Approval of the LCI advisory compensation proposal requires

the affirmative vote of the majority of voting power of capital stock present in person or represented by

proxy at the LCI special meeting and entitled to vote on the proposal. Broker non-votes are not treated as

votes either cast “FOR” or “AGAINST” the LCI advisory compensation proposal. Abstentions will have

the same effect as a vote “AGAINST” the LCI advisory compensation proposal. Any failure by an LCI

stockholder to vote will have no effect on the outcome of the vote on the LCI advisory compensation

proposal.

The LCI adjournment proposal. Approval of the LCI adjournment proposal requires the affirmative vote of

the majority of voting power of capital stock present in person or represented by proxy at the LCI special

meeting and entitled to vote on the proposal. Broker non-votes are not treated as votes either cast “FOR” or

“AGAINST” the LCI adjournment proposal. Abstentions will have the same effect as a vote “AGAINST”

the LCI adjournment proposal. Any failure by an LCI stockholder to vote will have no effect on the

outcome of the vote on the LCI adjournment proposal.

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Q:What will happen if LCI stockholders approve the LCI merger proposal?

A:The directors on the LCI board unanimously recommend that LCI stockholders vote to approve the LCI

merger proposal because they believe that the benefits of the merger are expected to generate significant

value for LCI stockholders.

If the LCI merger proposal is approved and the Patrick share issuance proposal and the Patrick authorized

stock increase proposal is approved by Patrick shareholders, assuming satisfaction of all other conditions to

closing, the merger will be consummated.

If the merger is completed, LCI’s existing credit facility will be paid off. LCI’s outstanding 3.00%

Convertible Senior Notes due 2030 will remain issued and outstanding and will represent the right to

convert into shares of Patrick common stock. For additional information regarding why the LCI board

recommends that LCI stockholders approve the LCI merger proposal, see the section titled “The Merger—

Recommendation of the LCI Board of Directors and Reasons for the Merger.”

Q:Who will count the votes?

A:The votes at the Patrick special meeting will be counted by an independent inspector of elections appointed

by the Patrick board. The votes at the LCI special meeting will be counted by an independent inspector of

elections appointed by the LCI board.

Q:What will LCI stockholders receive if the merger is completed?

A:As a result of the merger, each share of LCI common stock issued and outstanding immediately prior to the

effective time of the first merger (which we refer to as the “first effective time”) (other than shares of LCI

common stock that are owned by Patrick or LCI or any wholly owned subsidiary of Patrick or LCI (or are

held in treasury by LCI)) will be automatically converted into the right to receive 1.2440 fully paid and

nonassessable shares of Patrick common stock (as may be adjusted pursuant to the merger agreement,

which ratio we refer to as the “exchange ratio”), together with cash in lieu of fractional shares of Patrick

common stock, without interest (such shares, together with such cash in lieu of fractional shares, the

“merger consideration”). We refer to such shares of LCI common stock eligible to receive the merger

consideration as “eligible shares.”

If you receive the merger consideration and would otherwise be entitled to receive a fractional share of

Patrick common stock, you will receive cash in lieu of such fractional share, and you will not be entitled to

dividends, voting rights or any other rights in respect of such fractional share. For additional information

regarding the merger consideration, see the sections titled “The Merger—Merger Consideration to LCI

Stockholders” and “The Merger Agreement—Merger Consideration.”

Based on the closing price of shares of Patrick common stock on the Nasdaq, on [              ], 2026, the most

recent practicable date, the merger consideration represented approximately $[       ] in value for each share

of LCI common stock. The value of the merger consideration will fluctuate between the date of this joint

proxy statement/prospectus and the completion of the merger based on the market value of shares of Patrick

common stock. Because Patrick will issue a fixed fraction of a share of Patrick common stock in exchange

for each share of LCI common stock, the value of the merger consideration will depend on the market price

of shares of Patrick common stock at the time the merger is completed. The market price of shares of

Patrick common stock when LCI stockholders receive those shares after the merger is completed could be

greater than, less than or the same as the market price of shares of Patrick common stock on the date of this

joint proxy statement/prospectus or at the time of the LCI special meeting or any adjournment or

postponement thereof.

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Q:How will LCI equity and equity-based awards be affected by the merger?

A:Pursuant to the merger agreement, LCI equity and equity-based awards (which we refer to as “LCI equity

awards”) that are outstanding as of immediately prior to the first effective time will be treated as follows:

•At the first effective time, each restricted stock unit award denominated in shares of LCI common stock

that is subject only to time- or service-vesting conditions and granted under the LCI 2018 Omnibus

Incentive Plan (which award we refer to as an “LCI RSU Award” and which equity plan we refer to as the

“LCI equity plan”), whether vested or unvested, shall cease to represent an award of restricted stock units

denominated in shares of LCI common stock and shall be automatically converted into a number of

restricted stock units denominated in shares of Patrick common stock (which we refer to as an “Assumed

RSU Award”) equal to the product (rounded up to the nearest whole number) of (i) the number of shares of

LCI common stock subject to such LCI RSU Award as of immediately prior to the first effective time,

multiplied by (ii) the exchange ratio. Immediately following the first effective time, each such Assumed

RSU Award will generally remain subject to the same terms and conditions (including those related to

vesting, forfeiture and dividend or dividend equivalent rights) as were applicable to the corresponding LCI

RSU Award as of immediately prior to the first effective time, except that any amounts relating to dividend

or dividend equivalent rights that are accrued or credited but unpaid as of the first effective time will be

carried over and payable in accordance with the terms and conditions applicable to such LCI RSU Award

as of immediately prior to the first effective time.

•At the first effective time, each restricted stock unit award denominated in shares of LCI common stock

that is subject to performance-vesting conditions and granted under the LCI equity plan (which award we

refer to as an “LCI PSU Award”), whether vested or unvested, shall cease to represent an award of

restricted stock units denominated in shares of LCI common stock and shall be automatically converted into

an Assumed RSU Award equal to the product (rounded up to the nearest whole number) of (i) the number

of shares of LCI common stock subject to such LCI PSU Award as of immediately prior to the first

effective time (which shall be determined based on the greater of (A) the target level of performance and

(B) actual performance through the first effective time and extrapolated through the end of the performance

period), multiplied by (ii) the exchange ratio. Immediately following the first effective time, each such

Assumed RSU Award will generally remain subject to the same terms and conditions (including those

related to vesting, forfeiture and dividend or dividend equivalent rights) as were applicable to the

corresponding LCI PSU Award as of immediately prior to the first effective time, except that (1) the

performance-vesting conditions shall no longer apply to such Assumed RSU Award, and such Assumed

RSU Award shall be subject solely to service-based vesting; (2) such Assumed RSU Award shall not be

subject to pro-ration upon the holder’s termination of employment by Patrick without “cause” or by the

holder for “good reason” that occurs within the 24-month period following the first effective time; and (3)

any amounts relating to dividend or dividend equivalent rights that are accrued or credited but unpaid as of

the first effective time will be carried over and payable in accordance with the terms and conditions

applicable to such LCI PSU Award as of immediately prior to the first effective time.

•At the first effective time, each LCI cash-settled deferred stock unit award granted under the LCI equity

plan (which award we refer to as an “LCI DSU Award”), whether vested or unvested, will be automatically

cancelled and converted into the holder’s right to receive (without interest) (i) a cash payment equal to the

product of (A) the number of shares of LCI common stock underlying such LCI DSU Award, multiplied by

(B) the closing price of a share of LCI common stock on the New York Stock Exchange (the “NYSE”) on

the last trading day immediately prior to the closing date, plus (ii) any amounts relating to any dividend or

dividend equivalent rights in respect of such LCI DSU Award that are accrued or credited and unpaid as of

the first effective time, less applicable withholding taxes. Such amounts will be paid in accordance with the

terms and conditions of the merger agreement.

For additional information regarding the treatment of LCI equity-based awards, see the section titled “The

Merger—Interests of LCI Directors and Executive Officers in the Merger—Treatment of LCI Equity-Based

Awards” beginning on page 135 of this joint proxy statement/prospectus.

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Q:What equity stake will LCI stockholders hold in Patrick immediately following the merger?

A:Based on the exchange ratio of 1.2440 shares of Patrick common stock to be issued for each share of LCI

common stock and the estimated number of fully diluted shares of Patrick common stock and LCI common

stock expected to be outstanding immediately before the first merger, Patrick shareholders are expected to

own approximately 52% and former LCI stockholders are expected to own approximately 48% of the

outstanding shares of the combined company immediately following completion of the merger. The actual

ownership percentages will depend on the number of shares and equity awards of Patrick and LCI

outstanding immediately before the first merger.

Q:What will Patrick shareholders receive in the merger?

A:If the merger is completed, Patrick shareholders will not receive any consideration, and their shares of

Patrick common stock will remain outstanding and will constitute shares of Patrick common stock

following the merger. Following the merger, shares of Patrick common stock will continue to be traded on

the Nasdaq.

Q:Will Patrick equity and equity-based awards be affected by the merger?

A:Pursuant to the merger agreement, Patrick equity and equity-based awards (which we refer to as “Patrick

equity awards”) that are outstanding as of immediately prior to the first effective time will be treated as

follows:

•Each option to purchase shares of Patrick common stock granted under the Patrick 2009 Omnibus Incentive

Plan (which option we refer to as a “Patrick Option” and which equity plan we refer to as the “Patrick

equity plan”), whether vested or unvested, will remain outstanding and will generally remain subject to the

same terms and conditions (including those related to vesting, forfeiture and exercise) that applied to such

Patrick Option as of immediately prior to the first effective time, except that each such Patrick Option will

be eligible to vest upon the holder’s termination of employment by Patrick without “cause” or by the holder

for “good reason” that occurs, in each case, within the 24-month period following the first effective time.

•Each share of Patrick common stock subject only to time- or service-vesting conditions or other transfer

restrictions and granted under the Patrick equity plan (which we refer to as a “Patrick Restricted Share”)

will remain outstanding and will generally remain subject to the same terms and conditions (including those

related to vesting, forfeiture and dividend or dividend equivalent rights) that applied to such Patrick

Restricted Share as of immediately prior to the first effective time, except that each such Patrick Restricted

Share will be eligible to vest in full and without pro-ration upon the holder’s termination of employment by

Patrick without “cause” or by the holder for “good reason” that occurs, in each case, within the 24-month

period following the first effective time.

•Each share of Patrick common stock subject to performance-vesting conditions or other transfer restrictions

and granted under the Patrick equity plan (which we refer to as a “Patrick Performance Share”) will remain

outstanding and will generally remain subject to the same terms and conditions (including those related to

vesting, forfeiture and dividend or dividend equivalent rights) that applied to such Patrick Performance

Share as of immediately prior to the first effective time, except that (i) the performance-vesting conditions

shall be deemed achieved at the greater of (A) the target level of performance and (B) actual performance

through the first effective time and extrapolated through the end of the performance period, as reasonably

determined by the Patrick board or a committee thereof, and such Patrick Performance Share will be subject

solely to service-based vesting; and (ii) such Patrick Performance Share will be eligible to vest in full and

without pro-ration upon the holder’s termination of employment by Patrick without “cause” or by the

holder for “good reason” that occurs, in each case, within the 24-month period following the first effective

time.

•Each award of stock appreciation rights corresponding to shares of Patrick common stock granted under the

Patrick equity plan (which we refer to as a “Patrick SARs Award”), whether vested or unvested, will

remain outstanding and will generally remain subject to the same terms and conditions (including those

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related to vesting, forfeiture and exercise) that applied to such Patrick SARs Award as of immediately prior

to the first effective time, except that each such Patrick SARs Award will be eligible to vest upon the

holder’s termination of employment by Patrick without “cause” or by the holder for “good reason” that

occurs, in each case, within the 24-month period following the first effective time.

For additional information regarding the treatment of Patrick equity-based awards, see the section titled

“The Merger—Interests of Patrick Directors and Executive Officers in the Merger—Treatment of Patrick

Equity-Based Awards” beginning on page 129 of this joint proxy statement/prospectus.

Q:What will the combined company be named?

A:If the Patrick articles amendment and restatement proposal is approved by Patrick shareholders, Patrick’s

articles of incorporation will be amended in connection with the completion of the merger to change

Patrick’s corporate name to “[              ].”

Q:What will be the composition of the board of directors and management of the combined company

following the closing of the merger?

A:The combined company board will consist of 12 directors: six Patrick designees and six LCI designees. The

Patrick designees will consist of Andy L. Nemeth, Todd M. Cleveland and four other members of the then-

current Patrick board immediately before closing. The LCI designees will consist of John A. Sirpilla and

five other members of the then-current LCI board immediately before closing.

Andy L. Nemeth, the current Chief Executive Officer of Patrick, has been designated to continue to serve

as the chief executive officer of the combined company. Todd M. Cleveland, a current director on the

Patrick board, has been designated, as of the first effective time, to serve as the Chairman of the combined

company board. John A. Sirpilla, the current Interim Chief Executive Officer of LCI and a current director

on the LCI board, has been designated, effective as of the first effective time, to serve as the Vice Chairman

of the combined company board. The Patrick board will appoint, or cause to be appointed, certain

individuals agreed at signing between the parties to leadership positions, effective as of the first effective

time.

The combined company board will have four standing committees, consisting of (a) the Audit Committee,

(b) the Compensation Committee, (c) the Nominating and Governance Committee, and (d) the Capital

Allocation and Strategy Committee. Each Committee will consist of four (4) directors comprised of two (2)

Patrick designees and two (2) LCI designees (unless a greater number of directors is mutually agreed by the

parties), subject to applicable law and applicable stock exchange listing standards (including applicable

independence requirements). The chairperson of each of the Audit Committee and the Compensation

Committee will be a Patrick designee and the chairperson of each of the Capital Allocation and Strategy

Committee and the Nominating and Governance Committee will be an LCI Designee. The Capital

Allocation and Strategy Committee will oversee the integration initiatives arising out of the merger.

For additional information, please see “The Merger—Governance of the Combined Company Following

the Consummation of the Merger—Board of Directors of the Combined Company.”

Q:How do the Patrick and LCI boards recommend that I vote?

A:Patrick. The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick

share issuance proposal, “FOR” the Patrick authorized stock increase proposal, “FOR” the Patrick articles

amendment and restatement proposal and “FOR” the Patrick adjournment proposal. For additional

information regarding how the Patrick board recommends that Patrick shareholders vote, see the section

titled “The Merger—Recommendation of the Patrick Board of Directors and Reasons for the Merger.”

LCI. The LCI board unanimously recommends that LCI stockholders vote “FOR” the LCI merger

proposal, “FOR” the LCI advisory compensation proposal and “FOR” the LCI adjournment proposal. For

additional information regarding how the LCI board recommends that LCI stockholders vote, see the

section titled “The Merger—Recommendation of the LCI Board of Directors and Reasons for the Merger.”

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Q:Do Patrick directors and executive officers and LCI directors and executive officers have interests

that may differ from those of other Patrick shareholders and LCI stockholders?

A:Yes. In considering the proposals to be voted on at the Patrick and LCI special meetings, Patrick

shareholders and LCI stockholders should be aware and take into account the fact that certain Patrick and

LCI directors and executive officers may have interests in the merger that are different from, or in addition

to, the interests of Patrick shareholders and LCI stockholders.

The Patrick board and the LCI board were aware of and carefully considered these interests, among other

matters, in evaluating the terms and structure and overseeing the negotiation of the merger, in approving the

merger agreement and the transactions contemplated thereby, including the merger, and in recommending

that the Patrick shareholders and LCI stockholders approve the applicable proposals. For additional

information, see the sections titled “The Merger—Interests of Patrick Directors and Executive Officers in

the Merger” and “The Merger—Interests of LCI Directors and Executive Officers in the Merger” beginning

on page 128 and 134 of this joint proxy statement/prospectus, respectively.

Q:Why are LCI stockholders being asked to vote on executive officer compensation?

A:The SEC has adopted rules that require LCI to seek a non-binding, advisory vote on certain compensation

that may be paid or become payable to LCI’s named executive officers that is based on or otherwise relates

to the merger. LCI urges its stockholders to read the sections titled “The Merger—Interests of LCI

Directors and Executive Officers in the Merger” beginning on page 134 of this joint proxy statement/

prospectus.

Q:What happens if the LCI advisory compensation proposal to approve, on a non-binding, advisory

basis, the compensation that may be paid or become payable to LCI’s named executive officers in

connection with the consummation of the merger is not approved?

A:Approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to the

LCI named executive officers in connection with the consummation of the merger is not a condition to

consummation of the merger. The vote on the LCI advisory compensation proposal is a non-binding,

advisory vote. If the merger is completed, LCI will be obligated to pay all or a portion of this compensation

to its named executive officers in connection with the consummation of the merger or certain terminations

of employment that could occur following the merger, even if LCI stockholders fail to approve the LCI

advisory compensation proposal.

Q:Who is entitled to vote at the special meeting?

A:Patrick special meeting. The Patrick board has fixed [              ], 2026 as the record date for the Patrick

special meeting. All holders of record of shares of Patrick common stock as of the close of business on the

record date are entitled to receive notice of, and to vote at, the Patrick special meeting (or any

postponement or adjournment of the Patrick special meeting) via the Patrick special meeting website or by

proxy, provided that those shares remain outstanding on the date of the Patrick special meeting. As of the

record date, there were [              ] shares of Patrick common stock outstanding. Attendance at the Patrick

special meeting via the Patrick special meeting website is not required to vote. Instructions on how to vote

your shares without virtually attending the Patrick special meeting are provided in this section below.

LCI special meeting. The LCI board has fixed [              ], 2026 as the record date for the LCI special

meeting. All holders of record of shares of LCI common stock as of the close of business on the record date

are entitled to receive notice of, and to vote at, the LCI special meeting (or any postponement or

adjournment of the LCI special meeting) via the LCI special meeting website or by proxy, provided that

those shares remain outstanding on the date of the LCI special meeting. As of the record date, there were

[              ] shares of LCI common stock outstanding. Attendance at the LCI special meeting via the LCI

special meeting website is not required to vote. Instructions on how to vote your shares without virtually

attending the LCI special meeting are provided in this section below.

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Q:How many votes do I have?

A:Patrick shareholders. Each Patrick shareholder of record is entitled to one vote for each share of Patrick

common stock held of record by such shareholder as of the close of business on the record date.

LCI stockholders. Each LCI stockholder of record is entitled to one vote for each share of LCI common

stock held of record by such stockholder as of the close of business on the record date.

Q:What constitutes a quorum for each of the Patrick and LCI special meetings?

A:Quorum for the Patrick special meeting. In order for business to be conducted at the Patrick special

meeting, a quorum must be present. A quorum at the Patrick special meeting requires the presence in

person (by participation at the virtual meeting) or by proxy of the holders of record of a majority of the

shares entitled to vote.

Quorum for the LCI special meeting. In order for business to be conducted at the LCI special meeting, a

quorum must be present. A quorum at the LCI special meeting requires the presence in person (by

participation at the virtual meeting) or by proxy of the holders of record of a majority of the shares of LCI

common stock entitled to vote.

Q:What will happen to LCI as a result of the merger?

A:If the merger is completed, First Merger Sub will merge with and into LCI, with LCI surviving as the initial

surviving entity, immediately followed by a second merger of the initial surviving entity with and into

Second Merger Sub, with Second Merger Sub surviving the second merger as the final surviving entity. As

a result of the merger, the separate corporate existence of First Merger Sub and LCI will cease, and Second

Merger Sub will continue as the surviving company of the merger and as a direct wholly owned subsidiary

of Patrick. If the Patrick articles amendment and restatement proposal is approved, Patrick’s articles of

incorporation will be amended in connection with the completion of the merger to change its corporate

name to “[              ].”

Furthermore, upon the completion of the merger, shares of LCI common stock will be delisted from the

NYSE and will no longer be publicly traded. Following the merger, Patrick common stock will continue to

be traded on the Nasdaq under the ticker symbol “PATK” and under the new corporate name “[              ].”

Q:I own shares of LCI common stock. What will happen to those shares as a result of the merger?

A:If the merger is completed, each of your shares of LCI common stock will be converted into the right to

receive 1.2440 shares of Patrick common stock. All such shares of LCI common stock, when so converted,

will cease to be outstanding and will automatically be canceled. Each holder of a share of LCI common

stock that was outstanding immediately prior to the first effective time will cease to have any rights with

respect to shares of LCI common stock, except the right to receive the merger consideration, any dividends

or distributions made with respect to shares of Patrick common stock with a record date after the first

effective time, and any cash to be paid in lieu of any fractional shares of Patrick common stock, in each

case to be issued or paid upon the exchange of any book-entry shares of LCI common stock for merger

consideration. For additional information, see the sections titled “The Merger—Merger Consideration to

LCI Stockholders,” “The Merger Agreement—Closing and Effectiveness of the Merger” and “The Merger

Agreement—Merger Consideration.”

Q:Where will the Patrick common stock that LCI stockholders receive in the merger be publicly

traded?

A:Assuming the merger is completed, the shares of Patrick common stock issued to LCI stockholders in

connection with the merger will be listed and traded on the Nasdaq under Patrick’s existing ticker symbol,

“PATK.” If the Patrick articles amendment and restatement proposal is approved, Patrick’s corporate name

will be changed to “[              ].”

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Q:What happens if the merger is not completed?

A:If (a) the Patrick share issuance proposal and the Patrick authorized stock increase proposal are not

approved by Patrick shareholders, (b) the LCI merger proposal is not approved by LCI stockholders or

(c) the merger is not completed for any other reason, LCI stockholders will not receive any merger

consideration in connection with the merger, and their shares of LCI common stock will remain

outstanding. LCI will remain an independent public company and LCI common stock will continue to be

listed and traded on the NYSE. If the merger agreement is terminated under specified circumstances, either

LCI or Patrick (depending on the circumstances) may be required to (i) pay the other party a termination

fee of $94,200,000. For a more detailed discussion of the termination-related fees, see “The Merger

Agreement—Termination.”

Q:What is a proxy and how can I vote my shares without attending the special meetings?

A:A proxy is a legal designation of another person to vote the stock you own on your behalf.

We recommend that you promptly submit your vote by proxy even if you currently plan to attend the

Patrick special meeting or the LCI special meeting. Voting in advance by proxy does not preclude your

opportunity to attend the special meeting and vote again via the special meeting website.

Patrick. If you are a shareholder of record of Patrick common stock as of the close of business on [         ],

2026, the record date, you can vote your proxy by phone, the internet or mail by following the instructions

provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by

submitting voting instructions to your broker, bank, trustee or other nominee, or otherwise by following

instructions provided by your broker, bank, trustee or other nominee. Phone and internet voting may be

available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank,

trustee or other nominee.

LCI. If you are a stockholder of record of LCI common stock as of the close of business on [           ], 2026,

the record date, you can vote your proxy by phone, the internet or mail by following the instructions

provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by

submitting voting instructions to your broker, bank, trustee or other nominee, or otherwise by following

instructions provided by your broker, bank, trustee or other nominee. Phone and internet voting may be

available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank,

trustee or other nominee.

Q:Can I vote my shares via the Patrick special meeting website or the LCI special meeting website?

A:Patrick. Shares of Patrick common stock held directly in your name as the shareholder of record as of the

close of business on [           ], 2026, the record date, may be voted at the Patrick special meeting via the

Patrick special meeting website. Please note that attendance alone at the Patrick special meeting via the

Patrick special meeting website will not cause the voting of your shares; you must affirmatively vote by

proxy or via the Patrick special meeting website. If you choose to attend the Patrick special meeting and

vote your shares via the Patrick special meeting website, you will need the control number included on your

proxy card. If you are a beneficial owner of Patrick common stock but not the shareholder of record of such

shares of Patrick common stock, you will need to obtain a control number from your broker, bank, trustee

or other nominee holder of record giving you the right to vote the shares.

LCI. Shares of LCI common stock held directly in your name as the stockholder of record as of the close of

business on [           ], 2026, the record date, may be voted at the LCI special meeting via the LCI special

meeting website. Please note that attendance alone at the LCI special meeting via the LCI special meeting

website will not cause the voting of your shares; you must affirmatively vote by proxy or via the LCI

special meeting website. If you choose to attend the LCI special meeting and vote your shares via the LCI

special meeting website, you will need the control number included on your proxy card. If you are a

beneficial owner of LCI common stock but not the stockholder of record of such shares of LCI common

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stock, you will need to obtain a control number from your broker, bank, trustee or other nominee holder of

record giving you the right to vote the shares.

Q:What is the difference between holding shares as a shareholder or stockholder of record and as a

beneficial owner?

A:Patrick. If your shares of Patrick common stock are registered directly in your name with Patrick’s transfer

agent, Computershare, you are considered the shareholder of record with respect to those shares, and access

to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or

by a broker, bank, trustee or other nominee, then you are considered the beneficial owner of those shares,

which are considered to be held in “street name.” Access to proxy materials is being provided to you by

your broker, bank, trustee or other nominee who is considered the shareholder of record with respect to

those shares.

LCI. If your shares of LCI common stock are registered directly in your name with LCI’s transfer agent,

Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares,

and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage

account or by a broker, bank, trustee or other nominee, then you are considered the beneficial owner of

those shares, which are considered to be held in “street name.” Access to proxy materials is being provided

to you by your broker, bank, trustee or other nominee who is considered the stockholder of record with

respect to those shares.

Q:Can I vote my shares at the special meeting if I am only a beneficial owner and not a shareholder or

stockholder of record?

A:If you are a beneficial owner of shares of Patrick common stock or LCI common stock, you are also invited

to attend the Patrick special meeting or the LCI special meeting, respectively. However, because you are

not the Patrick shareholder of record or LCI stockholder of record, you may not vote your shares at the

Patrick special meeting or the LCI special meeting, respectively, unless you request and obtain a “legal

proxy” issued in your own name from your broker, bank, trustee or other nominee.

You may vote your shares of Patrick common stock held in “street name” electronically at the Patrick

special meeting if you register in advance to virtually attend the Patrick special meeting. To register to vote

shares held in “street name,” you must email proof of your legal proxy, along with your name and mailing

address, to Computershare at legalproxy@computershare.com using the subject “Legal Proxy.”

Computershare must receive your legal proxy no later than 5:00 p.m. Eastern Time on [          ], 2026. You

will receive a confirmation of your registration and a unique control number by email after Computershare

receives your registration materials.

You may vote your shares of LCI common stock held in “street name” electronically at the LCI special

meeting by joining the LCI special meeting as an authenticated LCI stockholder. To join the meeting as an

authenticated stockholder, you will need a valid control number, which can be found on the voting

instruction form provided to you by your broker, bank, trustee or other nominee or can otherwise be

obtained from them. Anyone may enter the LCI virtual meeting website as a “guest” and no control number

will be required; however, only authenticated LCI stockholders may submit their votes at the LCI special

meeting.

Q:What should I do if I receive more than one set of voting materials?

A:You may receive more than one set of voting materials for the Patrick special meeting or the LCI special

meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or

voting instruction forms. For example, if you hold your shares of Patrick common stock or LCI common

stock in more than one brokerage account, you will receive a separate voting instruction form for each

brokerage account in which you hold shares. If you are a holder of record and your shares are registered in

more than one name, you will receive more than one proxy card. Please submit each separate proxy or

voting instruction form that you receive by following the instructions set forth in each separate proxy or

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voting instruction form. If you fail to submit each separate proxy or voting instruction form that you

receive, not all of your shares will be voted.

Q:I hold shares of both Patrick and LCI common stock. Do I need to vote separately for each company?

A:Yes. You will need to separately follow the applicable procedures described in this joint proxy statement/

prospectus both with respect to the voting of shares of Patrick common stock and with respect to the voting

of shares of LCI common stock in order to effectively vote the shares of common stock you hold in each

company.

Q:If a Patrick shareholder or LCI stockholder gives a proxy, how will the shares of Patrick or LCI

common stock, as applicable, covered by the proxy be voted?

A:If you provide a proxy, regardless of whether you provide that proxy by phone, the internet or completing

and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will

vote your shares of Patrick common stock or your shares of LCI common stock, as applicable, in the way

that you indicate when providing your proxy in respect of the shares of common stock you hold in such

company. When completing the phone or internet processes or the proxy card, you may specify whether

your shares of Patrick or LCI common stock, as applicable, should be voted for or against, or abstain from

voting on, all, some or none of the specific items of business to come before the Patrick special meeting or

the LCI special meeting, as applicable.

Q:How will my shares of Patrick or LCI common stock, as applicable, be voted if I return a blank

proxy?

A:Patrick. If you return a properly executed proxy and do not indicate how you want your shares of Patrick

common stock to be voted, then your shares of Patrick common stock will be voted “FOR” the Patrick

share issuance proposal, “FOR” the Patrick authorized stock increase proposal, “FOR” the Patrick articles

amendment and restatement proposal and “FOR” the Patrick adjournment proposal.

LCI. If you sign, date and return your proxy and do not indicate how you want your shares of LCI common

stock to be voted, then your shares of LCI common stock will be voted “FOR” the LCI merger proposal,

“FOR” the LCI advisory compensation proposal and “FOR” the LCI adjournment proposal.

Q:Can I change my vote after I have submitted my proxy?

A:Patrick. Yes. If you are a shareholder of record of Patrick common stock as of the close of business on the

record date, whether you vote by phone, the internet or mail, you can change or revoke your proxy before it

is voted at the Patrick special meeting in one of the following ways:

•complete, properly execute and return a new proxy card or voting instruction form with a later date;

•vote again by phone or the internet;

•give written notice of the change of your voting instructions or revocation prior to the Patrick special

meeting to the Office of the Secretary at Patrick at 107 W. Franklin Street, Elkhart, Indiana 46516 USA; or

•attend the Patrick special meeting online and vote your shares via the Patrick special meeting website.

Please note that your attendance at the meeting via the Patrick special meeting website will not alone serve

to revoke your previously submitted proxy; instead, you must vote your shares via the Patrick special

meeting website in order to do so.

If you are a beneficial owner of Patrick common stock as of the close of business on the record date, you

must follow the instructions of your broker, bank, trustee or other nominee to revoke or change your voting

instructions.

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LCI. Yes. If you are a stockholder of record of LCI, you may revoke a previously submitted proxy at any

time before the polls close at the LCI special meeting by:

•voting again by telephone or through the internet;

•requesting, completing and mailing in a new paper proxy card;

•giving written notice of revocation to our Corporate Secretary, which must be received before the LCI

special meeting, by mail to Corporate Secretary, 3501 County Road 6 East, Elkhart, Indiana 46514; or

•attending the LCI special meeting online and voting your shares electronically (merely attending the LCI

special meeting will not revoke a prior submitted proxy).

If you are a street name stockholder, you must follow the instructions to revoke your proxy, if any,

provided by your broker, bank or other nominee.

Q:Will Patrick and LCI be required to submit their respective proposals to their shareholders or

stockholders even if the Patrick board or the LCI board has withdrawn, modified or qualified its

recommendation?

A:Yes. Unless the merger agreement is terminated before the Patrick special meeting or the LCI special

meeting, as applicable, Patrick is required to submit the Patrick share issuance proposal and the Patrick

authorized stock increase proposal to Patrick shareholders, and LCI is required to submit the LCI merger

proposal to LCI stockholders, in each case even if the Patrick board or the LCI board, as applicable, has

withdrawn, modified or qualified its recommendation.

Q:Where can I find the voting results of the special meetings?

A:The preliminary voting results for the Patrick special meeting and the LCI special meeting are expected to

be announced at the applicable special meeting. In addition, within four business days following the special

meeting, Patrick and LCI each intend to file the final voting results (or, if the final results have not yet been

certified, the preliminary voting results) of its respective special meeting with the SEC on a Current Report

on Form 8-K.

Q:Are Patrick shareholders and LCI stockholders entitled to appraisal rights or dissenters’ rights in

connection with the merger?

A:Patrick shareholders. Under Indiana law, Patrick shareholders are not entitled to appraisal rights or

dissenters’ rights in connection with the merger.

LCI stockholders. Under Delaware law, LCI stockholders are not entitled to appraisal rights or dissenters’

rights in connection with the merger.

For more information, see the section titled “The Merger—No Appraisal Rights” beginning on page 127 of

this joint proxy statement/prospectus.

Q:Are there any risks that I should consider as a Patrick shareholder and/or LCI stockholder in

deciding how to vote?

A:Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors”

beginning on page 38 of this joint proxy statement/prospectus. You also should read and carefully consider

the risk factors of Patrick and LCI contained in the documents that are incorporated by reference in this

joint proxy statement/prospectus.

Q:What happens if I sell my shares before the special meeting?

A:Patrick shareholders. The record date for Patrick shareholders entitled to vote at the Patrick special

meeting is earlier than the date of the Patrick special meeting. If you transfer your shares of Patrick

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common stock after the record date but before the Patrick special meeting, you will, unless special

arrangements are made, retain your right to vote at the Patrick special meeting.

LCI stockholders. The record date for LCI stockholders entitled to vote at the LCI special meeting is earlier

than the date of the LCI special meeting. If you transfer your shares of LCI common stock after the record

date but before the LCI special meeting, you will, unless special arrangements are made, retain your right to

vote at the LCI special meeting but will have transferred the right to receive the merger consideration to the

person to whom you transferred your shares of LCI common stock (assuming such holder continues to hold

such shares until the first effective time).

Q:What will happen to LCI’s outstanding indebtedness as a result of the merger?

A:As of June 30, 2026, LCI had approximately $853 million of outstanding indebtedness, consisting primarily

of amounts outstanding under its 3.00% Convertible Senior Notes due 2030 (which we refer to as the “2030

Notes”) and its secured term loan (which we refer to as the “LCI term loan”).

Pursuant to the terms of the merger agreement, the LCI term loan and LCI’s secured revolving credit

facility (which, together with the LCI term loan, we refer to as the “LCI credit facility”) will be paid off and

terminated substantially concurrently with the closing of the merger. In addition, LCI’s 2030 Notes are

expected to remain issued and outstanding following the closing but will become convertible into shares of

Patrick common stock, and the merger agreement requires that Patrick and LCI use their reasonable best

efforts to obtain the consent of the relevant dealer or other counterparties to supplement, amend or modify

the terms of the related call options and warrants to reflect the transactions contemplated by the merger

agreement, and such consents may not be obtained on favorable terms or at all. Failure to obtain such

consents could result in economic inefficiencies in the combined company’s capital structure or require the

expenditure of additional resources to resolve such issues, which could adversely affect the combined

company’s results of operations or financial condition.

For more information, see “The Merger—Treatment of LCI Indebtedness” beginning on page 141 of this

joint proxy statement/prospectus.

Q:What are the material U.S. federal income tax consequences of the merger to LCI stockholders?

A:The parties intend that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the

Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). Accordingly, LCI

stockholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the

exchange of their LCI common stock for Patrick common stock in the first merger, except for any gain or

loss that may result from the receipt of cash instead of a fractional share of Patrick common stock as

described in “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 168 of

this joint proxy statement/prospectus.

Tax matters can be complicated, and the tax consequences of the merger to any particular holder will

depend on that holder’s particular facts and circumstances. In addition, holders may be subject to U.S.

federal non-income, state, local or non-U.S. tax laws that are not discussed in this joint proxy statement/

prospectus. Accordingly, you are urged to consult your own tax advisors for a full understanding of the tax

consequences to you of the merger. For a further discussion of the material U.S. federal income tax

consequences of the merger, see “Material U.S. Federal Income Tax Consequences of the Merger”

beginning on page 168 of this joint proxy statement/prospectus.

Q:What conditions must be satisfied to complete the merger?

A:Patrick and LCI are not required to complete the merger unless a number of conditions are satisfied or

waived. These closing conditions include, among others:

•the approval of (a) the LCI merger proposal by LCI stockholders (which we refer to as the “LCI

stockholder approval”) and (b) the Patrick share issuance proposal and Patrick authorized stock

increase proposal by Patrick shareholders (which we refer to as the “Patrick shareholder approval”);

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•the receipt of the required regulatory approvals;

•the absence of any legal restraint in effect that prevents, enjoins or prohibits the consummation of the

merger;

•the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a

part and the absence of any stop order suspending the effectiveness of the registration statement, and

no proceedings for such purpose having been initiated or threatened by the SEC;

•the approval for listing on the Nasdaq, subject to official notice of issuance, of the shares of Patrick

common stock to be issued as merger consideration;

•the representations and warranties of the other party (or parties, with respect to LCI) contained in the

merger agreement being true and correct as of the date on which the merger agreement was entered

into and as of the date on which the merger is completed, subject to the materiality standards provided

in the merger agreement (and the receipt of a certificate duly executed by an executive officer of LCI

or Patrick, as applicable, to such effect);

•performance by Patrick, First Merger Sub, Second Merger Sub or LCI, as applicable, in all material

respects of all obligations required to be performed by them at or prior to the closing under the merger

agreement (and the receipt of a certificate duly executed by an executive officer of LCI or Patrick, as

applicable, to such effect); and

•the receipt by LCI of an opinion of tax counsel to the effect that the first merger and the second

merger, taken together, will be treated as a single integrated transaction that will qualify as a

“reorganization” within the meaning of Section 368(a) of the Code.

For a more complete summary of the closing conditions that must be satisfied or waived prior to the completion of

the merger, please read the section titled “The Merger Agreement—Conditions to the Closing of the Merger”

beginning on page 162of this joint proxy statement/prospectus.

Q:When is the merger expected to be completed?

A:Patrick and LCI are working to complete the merger as quickly as possible. Subject to the satisfaction or

waiver of the conditions described in the section titled “The Merger Agreement—Conditions to the Closing

of the Merger” beginning on page 162of this joint proxy statement/prospectus, the merger is expected to

close in the first half of 2027. However, neither Patrick nor LCI can predict the actual date on which the

merger will be completed, nor can the parties provide assurance that the merger will be completed, because

completion is subject to conditions beyond either party’s control. In addition, if the merger is not completed

by March 30, 2027 (unless otherwise agreed by the parties), either Patrick or LCI may choose not to

proceed with the merger by terminating the merger agreement, provided that, under certain circumstances

related to obtaining regulatory approvals, such date will be automatically extended to June 30, 2027 or

further extended to September 30, 2027, as described in the section titled “The Merger Agreement—

Termination of the Merger Agreement” beginning on page 163 of this joint proxy statement/prospectus.

Q:If I am an LCI stockholder, how will I receive the merger consideration to which I am entitled?

A:If you are a holder of book-entry shares representing eligible shares of LCI common stock (which we refer

to as “LCI book-entry shares”) which are held through the Depository Trust Company (which we refer to as

“DTC”), the exchange agent will transmit to DTC or its nominees as soon as reasonably practicable on or

after the first effective time of the merger, the merger consideration, cash in lieu of any fractional shares of

Patrick common stock and any dividends and other distributions on the shares of Patrick common stock

issuable as merger consideration, in each case, that DTC has the right to receive.

If you are a holder of record of LCI book-entry shares which are not held through DTC, the exchange agent

will deliver to you, as soon as practicable after the first effective time of the merger, (a) a notice advising

you of the effectiveness of the merger, (b) a statement reflecting the aggregate whole number of shares of

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Patrick common stock (which will be in uncertificated book-entry form) that you have a right to receive

pursuant to the merger agreement and (c) a check in the amount equal to the cash payable in lieu of any

fractional shares of Patrick common stock and dividends and other distributions on the shares of Patrick

common stock issuable to you as merger consideration.

No interest will be paid or accrued on any amount payable for shares of LCI common stock eligible to

receive the merger consideration pursuant to the merger agreement.

For additional information on the exchange of LCI common stock for the merger consideration, see the

section titled “The Merger Agreement—Exchange Fund.”

Q:If I am a holder of LCI common stock, will the shares of Patrick common stock issued in the merger

receive a dividend?

A:After the consummation of the merger, the shares of Patrick common stock issued in connection with the

merger will carry with them the right to receive the same dividends on shares of Patrick common stock as

all other holders of shares of Patrick common stock, for any dividend the record date of which occurs after

the merger is completed.

Q:Who will solicit and pay the cost of soliciting proxies?

A:Patrick. Patrick will bear the entire cost of soliciting proxies from Patrick shareholders.

LCI. LCI has retained D.F. King & Co, Inc. to assist in the solicitation process. LCI will pay D.F. King &

Co, Inc. an estimated fee of $25,000 as well as reasonable and documented out-of-pocket expenses. LCI

also has agreed to indemnify D.F. King & Co, Inc. against various liabilities and expenses that relate to or

arise out of its solicitation of proxies (subject to certain exceptions).

Q:What should I do now?

A:You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes,

and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or

submit your voting instructions by phone or the internet as soon as possible so that your shares of Patrick

common stock and/or LCI common stock will be voted in accordance with your instructions.

Q:Who can answer my questions about the Patrick and/or LCI special meeting or the transactions

contemplated by the merger agreement?

A:Patrick shareholders. If you have any questions about the Patrick special meeting or the information

contained in this joint proxy statement/prospectus or desire additional copies of this joint proxy statement/

prospectus or additional proxies, contact Patrick by writing to:

Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Attention: Office of the Secretary

LCI stockholders. If you have questions about the LCI special meeting or the information contained in this

joint proxy statement/prospectus, or desire additional copies of this joint proxy statement/prospectus or

additional proxies, contact LCI’s proxy solicitor:

D.F. King & Co, Inc. 28 Liberty Street, Floor 53 New York, NY 10005 Call Toll-Free (800) 859-8509 Banks and Brokers Call (212) 448-4476 Email: LCII@dfking.com

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Q:Where can I find more information about Patrick, LCI and the merger?

A:You can find out more information about Patrick, LCI and the merger by reading this joint proxy statement/

prospectus and, with respect to Patrick and LCI, from various sources described in the section titled “Where

You Can Find More Information.”

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SUMMARY

This summary highlights select information included in this joint proxy statement/prospectus and does not

contain all of the information that may be important to you. You should read this joint proxy statement/prospectus

and its annexes carefully and in its entirety and the other documents to which Patrick and LCI refer before you

decide how to vote with respect to the proposals to be considered and voted on at the special meeting for your

company. In addition, Patrick and LCI incorporate by reference important business and financial information about

Patrick and LCI into this joint proxy statement/prospectus, as further described in the section titled “Where You

Can Find More Information” beginning on page 208 of this joint proxy statement/prospectus. You may obtain the

information incorporated by reference into this joint proxy statement/prospectus without charge by following the

instructions in the section titled “Where You Can Find More Information.” Each item in this summary includes a

page reference directing you to a more complete description of that item in this joint proxy statement/prospectus.

Information About the Companies (page 52)

Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Phone: (574) 294-7511

Patrick is a leading component solutions provider serving original equipment manufacturers and aftermarket

customers in the Recreational Vehicle (“RV”), Marine, Powersports and Housing markets. Since 1959, Patrick has

empowered manufacturers and outdoor enthusiasts to achieve next-level recreation experiences. Patrick’s customer-

focused approach brings together design, manufacturing, distribution, and transportation in a full solutions model

that defines it as a trusted partner. Patrick is home to more than 85 leading brands, all united by a commitment to

quality, customer service, and innovation. Headquartered in Elkhart, IN, Patrick employs approximately 10,000

skilled team members throughout the United States. For the fiscal year ended December 31, 2025, Patrick had

consolidated net sales of $3,951 million. Patrick’s 2025 operating income was $276 million and net income was

$135 million.

Patrick is a Indiana corporation and its common stock is listed on the Nasdaq, trading under the symbol

“PATK.”

For additional information about Patrick and its subsidiaries, see the documents incorporated by reference in

this joint proxy statement/prospectus in the section titled “Where You Can Find More Information” beginning on

page 208 of this joint proxy statement/prospectus.

LCI Industries

3501 County Road 6 East

Elkhart, Indiana 46514

Phone: (574) 535-1125

LCI Industries, through its wholly owned subsidiary Lippert Components, Inc. and its subsidiaries, is a global

leader in supplying engineered components to the outdoor recreation, transportation, marine and housing industries.

In addition to serving original equipment manufacturers, LCI also caters to aftermarket needs, selling through retail

dealers, wholesale distributors and service centers, as well as direct-to-consumer sales through online platforms. As

of June 30, 2026, LCI operated over 100 manufacturing facilities located throughout North America and Europe. For

the fiscal year ended December 31, 2025, LCI had consolidated net sales of $4,122 million. LCI’s 2025 operating

profit was $279.9 million and net income was $188.3 million.

LCI Industries is a Delaware corporation, and its common stock is listed on the NYSE under the symbol

“LCII.”

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For additional information about LCI Industries and its subsidiaries, see the documents incorporated by

reference in this joint proxy statement/prospectus in the section titled “Where You Can Find More Information”

beginning on page 208 of this joint proxy statement/prospectus.

Planet First Merger Sub Inc.

c/o Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

First Merger Sub is a direct wholly owned subsidiary of Patrick. Upon the completion of the first merger, First

Merger Sub will cease to exist. First Merger Sub was incorporated in Delaware on June 29, 2026 for the sole

purpose of effecting the merger.

Planet Second Merger Sub LLC

c/o Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Second Merger Sub is a direct wholly owned subsidiary of Patrick. Upon the completion of the second merger,

Second Merger Sub will survive as a direct wholly owned subsidiary of Patrick. Second Merger Sub was formed in

Indiana on June 29, 2026 for the sole purpose of effecting the merger.

The Merger and the Merger Agreement (page 142)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached to

this joint proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety. Patrick and

LCI encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs

the merger.

The Patrick board and the LCI board each have unanimously approved the merger agreement and the

transactions contemplated by the merger agreement. Pursuant to the terms and subject to the conditions included in

the merger agreement, the business combination of Patrick and LCI will be effected through the merger of First

Merger Sub with and into LCI (which we refer to as the “first merger”), with LCI surviving as a direct wholly

owned subsidiary of Patrick (which we refer to as the “initial surviving entity”), immediately followed by the merger

of the initial surviving entity with and into Second Merger Sub (which we refer to as the “second merger”), with

Second Merger Sub surviving the second merger as a direct wholly owned subsidiary of Patrick.

Merger Consideration to LCI Stockholders (page 89)

If the merger is completed, at the first effective time, each share of LCI common stock issued and outstanding

immediately prior to the first effective time (other than shares of LCI common stock held by LCI, Patrick or any of

their respective subsidiaries immediately prior to the first effective time) will be converted into the right to receive

1.2440 shares of Patrick common stock, with cash to be paid in lieu of fractional shares of Patrick common stock

that LCI stockholders would otherwise be entitled to receive in the first merger.

Risk Factors (page 38)

The merger and an investment in Patrick common stock involve risks, some of which are related to the

transactions contemplated by the merger agreement. You should carefully consider the information about these risks

set forth in the section titled “Risk Factors” beginning on page 38 of this joint proxy statement/prospectus, together

with the other information included or incorporated by reference herein, particularly the risk factors contained in the

Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by each of Patrick and LCI. Patrick

shareholders should carefully consider those risk factors before deciding how to vote with respect to the Patrick

share issuance proposal, the Patrick authorized stock increase proposal, the Patrick articles amendment and

restatement proposal, and the Patrick adjournment proposal to be considered and voted on at the Patrick special

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meeting, and LCI stockholders should carefully consider those risk factors before deciding how to vote with respect

to the LCI merger proposal, the LCI advisory compensation proposal, and the LCI adjournment proposal to be

considered and voted on at the LCI special meeting. For additional information, see “Where You Can Find More

Information” beginning on page 208 of this joint proxy statement/prospectus.

Treatment of LCI Equity and Equity-Based Awards (page 135)

At the first effective time, each LCI RSU Award, whether vested or unvested, shall cease to represent an award

of restricted stock units denominated in shares of LCI common stock and shall be automatically converted into a

number of restricted stock units denominated in shares of Patrick common stock (which we refer to as an “Assumed

RSU Award”) equal to the product (rounded up to the nearest whole number) of (i) the number of shares of LCI

common stock subject to such LCI RSU Award as of immediately prior to the first effective time, multiplied by (ii)

the exchange ratio. Immediately following the first effective time, each such Assumed RSU Award will generally

remain subject to the same terms and conditions (including those related to vesting, forfeiture and dividend or

dividend equivalent rights) as were applicable to the corresponding LCI RSU Award as of immediately prior to the

first effective time, except that any amounts relating to dividend or dividend equivalent rights that are accrued or

credited but unpaid as of the first effective time will be carried over and payable in accordance with the terms and

conditions applicable to such LCI RSU Award as of immediately prior to the first effective time.

At the first effective time, each LCI PSU Award, whether vested or unvested, shall cease to represent an award

of restricted stock units denominated in shares of LCI common stock and shall be automatically converted into an

Assumed RSU Award equal to the product (rounded up to the nearest whole number) of (i) the number of shares of

LCI common stock subject to such LCI PSU Award as of immediately prior to the first effective time (which shall

be determined based on the greater of (A) the target level of performance and (B) actual performance through the

first effective time and extrapolated through the end of the performance period), multiplied by (ii) the exchange ratio.

Immediately following the first effective time, each such Assumed RSU Award will generally remain subject to the

same terms and conditions (including those related to vesting, forfeiture and dividend or dividend equivalent rights)

as were applicable to the corresponding LCI PSU Award as of immediately prior to the first effective time, except

that (1) the performance-vesting conditions shall no longer apply to such Assumed RSU Award, and such Assumed

RSU Award shall be subject solely to service-based vesting; (2) such Assumed RSU Award shall not be subject to

pro-ration upon the holder’s termination of employment by Patrick without “cause” or by the holder for “good

reason” (which we refer to as a “qualifying termination of employment”) that occurs within the 24-month period

following the first effective time; and (3) any amounts relating to dividend or dividend equivalent rights that are

accrued or credited but unpaid as of the first effective time will be carried over and payable in accordance with the

terms and conditions applicable to such LCI PSU Award as of immediately prior to the first effective time.

At the first effective time, each LCI DSU Award, whether vested or unvested, that is outstanding as of

immediately prior to the first effective time, will be automatically cancelled and converted into the holder’s right to

receive (without interest) (i) a cash payment equal to the product of (A) the number of shares of LCI common stock

underlying such LCI DSU Award, multiplied by (B) the closing price of a share of LCI common stock on the NYSE

on the last trading day immediately prior to the closing date, plus (ii) any amounts relating to any dividend or

dividend equivalent rights in respect of such LCI DSU Award that are accrued or credited and unpaid as of the first

effective time, less applicable withholding taxes. Such amounts will be paid in accordance with the terms and

conditions of the merger agreement.

Prior to the first effective time, the LCI board will adopt resolutions providing for the treatment of the LCI RSU

Awards, LCI PSU Awards and LCI DSU Awards as set forth in the merger agreement and summarized above, and

the LCI board will take all actions necessary to cause the treatment of such LCI equity awards to be effectuated as

such, including actions necessary under the LCI equity plan and applicable award agreements.

For additional information regarding the treatment of LCI equity awards, see the section titled “The Merger

Agreement—Treatment of LCI Equity-Based Awards” beginning on page 144 of this joint proxy statement/

prospectus.

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Treatment of Patrick Equity and Equity-Based Awards (page 129)

Each option to purchase shares of Patrick common stock granted under the Patrick 2009 Omnibus Incentive

Plan (which option we refer to as a “Patrick Option” and which equity plan we refer to as the “Patrick equity plan”),

whether vested or unvested, that is outstanding as of immediately prior to the first effective time will remain

outstanding and will generally remain subject to the same terms and conditions (including those related to vesting,

forfeiture and exercise) that applied to such Patrick Option as of immediately prior to the first effective time, except

that each such Patrick Option will be eligible to vest upon the holder’s termination of employment by Patrick

without “cause” or by the holder for “good reason” that occurs, in each case, within the 24-month period following

the first effective time.

Each share of Patrick common stock subject only to time- or service-vesting conditions or other transfer

restrictions and granted under the Patrick equity plan (which we refer to as a “Patrick Restricted Share”) that is

outstanding as of immediately prior to the first effective time will remain outstanding and will generally remain

subject to the same terms and conditions (including those related to vesting, forfeiture and dividend or dividend

equivalent rights) that applied to such Patrick Restricted Share as of immediately prior to the first effective time,

except that each such Patrick Restricted Share will be eligible to vest in full and without pro-ration upon the holder’s

termination of employment by Patrick without “cause” or by the holder for “good reason” that occurs, in each case,

within the 24-month period following the first effective time.

Each share of Patrick common stock subject to performance-vesting conditions or other transfer restrictions and

granted under the Patrick equity plan (which we refer to as a “Patrick Performance Share”) that is outstanding as of

immediately prior to the first effective time will remain outstanding and will generally remain subject to the same

terms and conditions (including those related to vesting, forfeiture and dividend or dividend equivalent rights) that

applied to such Patrick Performance Share as of immediately prior to the first effective time, except that (i) the

performance-vesting conditions shall be deemed achieved at the greater of (A) the target level of performance and

(B) actual performance through the first effective time and extrapolated through the end of the performance period,

as reasonably determined by the Patrick board or a committee thereof, and such Patrick Performance Share will be

subject solely to service-based vesting; and (ii) such Patrick Performance Share will be eligible to vest in full and

without pro-ration upon the holder’s termination of employment by Patrick without “cause” or by the holder for

“good reason” that occurs, in each case, within the 24-month period following the first effective time.

Each award of stock appreciation rights corresponding to shares of Patrick common stock granted under the

Patrick equity plan (which we refer to as a “Patrick SARs Award”), whether vested or unvested, that is outstanding

as of immediately prior to the first effective time will remain outstanding and will generally remain subject to the

same terms and conditions (including those related to vesting, forfeiture and exercise) that applied to such Patrick

SARs Award as of immediately prior to the first effective time, except that each such Patrick SARs Award will be

eligible to vest upon the holder’s termination of employment by Patrick without “cause” or by the holder for “good

reason” that occurs, in each case, within the 24-month period following the first effective time.

Pursuant to the merger agreement, Patrick shall take all actions necessary to cause the foregoing treatment of

each Patrick Option, Patrick RSA, Patrick PSA and Patrick SARs Award that is outstanding as of immediately prior

to the first effective time, and the Patrick board shall adopt resolutions providing for such treatment. The Patrick

board has adopted resolutions pursuant to which the Patrick board affirmatively determined that neither the

execution, delivery nor performance of the merger agreement, nor consummation of the transactions contemplated

thereby, will constitute a “change of control” (as defined under the Patrick equity plan or any applicable award

agreement).

For additional information regarding the treatment of Patrick equity-based awards, see the section titled “The

Merger Agreement—Treatment of Patrick Equity-Based Awards” beginning on page 129 of this joint proxy

statement/prospectus.

Recommendation of the Patrick Board of Directors and Reasons for the Merger (page 92)

The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick share issuance

proposal, “FOR” the Patrick authorized stock increase proposal, “FOR” the Patrick articles amendment and

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restatement proposal and “FOR” the Patrick adjournment proposal. For the factors considered by the Patrick board

in reaching this decision and additional information on the recommendation of the Patrick board, see the section

titled “The Merger—Recommendation of the Patrick Board of Directors and Reasons for the Merger.”

Recommendation of the LCI Board of Directors and Reasons for the Merger (page 109)

The LCI board unanimously recommends that LCI stockholders vote “FOR” the LCI merger proposal, “FOR”

the LCI advisory compensation proposal and “FOR” the LCI adjournment proposal. For the factors considered by

the LCI board in reaching this decision and additional information on the recommendation of the LCI board, see the

section titled “The Merger—Recommendation of the LCI Board of Directors and Reasons for the Merger.”

Opinions of Financial Advisors (page 96)

Opinion of J.P. Morgan Securities LLC, Patrick’s Financial Advisor

At the meeting of the Patrick board on June 29, 2026, J.P. Morgan Securities LLC (“J.P. Morgan”) rendered its

oral opinion to the Patrick board to the effect that, as of such date, and based upon and subject to the assumptions

made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in

preparing its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Patrick. 

J.P. Morgan confirmed its June 29, 2026 oral opinion by delivering its written opinion, dated June 30, 2026, to the

Patrick board that, as of such date, the exchange ratio in the proposed merger was fair, from a financial point of

view, to Patrick.

The full text of the written opinion of J.P. Morgan, dated June 30, 2026, which sets forth, among other things,

the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P.

Morgan in preparing its opinion, is attached as Annex D to this joint proxy statement/prospectus and is incorporated

herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is

qualified in its entirety by reference to the full text of such opinion. Patrick’s shareholders are urged to read the

opinion in its entirety. J.P. Morgan’s opinion was addressed to the Patrick board (in its capacity as such) in

connection with and for the purposes of its evaluation of the proposed merger, and was limited to the fairness, from

a financial point of view, of the exchange ratio to Patrick in the proposed merger. J.P. Morgan expressed no opinion

as to the fairness of the exchange ratio in the proposed merger to the holders of any class of securities, creditors or

other constituencies of Patrick or as to the underlying decision by Patrick to engage in the proposed merger. The

issuance of J.P. Morgan’s opinion was approved by a fairness opinion committee of J.P. Morgan. The opinion does

not constitute a recommendation to any shareholder of Patrick as to how such shareholder should vote with respect

to the proposed merger or any other matter.

For a description of the opinion that the Patrick board received from J.P. Morgan, see the section titled “The

Merger—Opinions of Patrick’s Financial Advisors—Opinion of J.P. Morgan Securities LLC” beginning on page

96and for the full text of the written opinion of J.P. Morgan, see Annex D to this joint proxy statement/prospectus.

Opinion of Robert W. Baird & Co. Incorporated, Patrick’s Financial Advisor

On June 29, 2026, Robert W. Baird & Co. Incorporated (“Baird”), rendered its oral opinion to the Patrick board

(which was subsequently confirmed in writing by delivery of Baird’s written opinion addressed to the Patrick board

dated June 30, 2026) as to the fairness, from a financial point of view, to Patrick of the exchange ratio provided for

in the merger pursuant to the merger agreement. Baird’s opinion was directed to the Patrick board (in its capacity as

the Patrick board) and only addressed the fairness, from a financial point of view, to Patrick of the exchange ratio

provided for in the merger pursuant to the merger agreement and did not address any other aspect or implication of

the merger or any other agreement, arrangement or understanding.

The full text of the written opinion of Baird, dated June 30, 2026, which sets forth, among other things, the

assumptions made, procedures followed, matters considered and limitations on the review undertaken by Baird in

preparing its opinion, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by

reference. The summary of the opinion of Baird set forth in this joint proxy statement/prospectus is qualified in its

entirety by reference to the full text of such opinion. Patrick’s shareholders are urged to read the opinion in its

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entirety. However, neither Baird’s opinion nor the summary of its opinion and the related analyses set forth in this

joint proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to Patrick

board, any security holder of Patrick or any other person as to how to act or vote with respect to any matter relating

to the merger.

For a description of the opinion that the Patrick board received from Baird, see the section titled “The Merger—

Opinions of Patrick’s Financial Advisors—Opinion of Robert W. Baird & Co. Incorporated” beginning on page 101

and for the full text of the written opinion of Baird, see Annex E to this joint proxy statement/prospectus.

Opinion of Perella Weinberg Partners LP, LCI’s Financial Advisor

LCI has engaged Perella Weinberg Partners LP (“PWP”) as a financial advisor in connection with the proposed

merger. In connection with this engagement, PWP delivered a written opinion, dated June 30, 2026, to the LCI

board as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration

to be received by the holders of outstanding shares of LCI common stock pursuant to the merger agreement.

For a description of the opinion that the LCI board received from PWP, see the section titled “The Merger—

Opinion of LCI’s Financial Advisor—Opinion of Perella Weinberg Partners LP” beginning on page 115 and for the

full text of the written opinion of PWP, see Annex F to this joint proxy statement/prospectus.

Special Meeting of Patrick Shareholders (page 54)

Date, Time, Place and Purpose of the Patrick Special Meeting

The Patrick special meeting will be held virtually via live webcast on [              ], 2026, at [              ], Eastern

Time. Because the Patrick special meeting is completely virtual and being conducted via live webcast, Patrick

shareholders will not be able to attend the Patrick special meeting in person. To enter the Patrick special meeting,

shareholders, or their proxyholder, may participate, vote, and ask questions at the Patrick special meeting by visiting

[              ] and using the control number found on their proxy card or instruction form. Patrick intends to mail this

joint proxy statement/prospectus and the enclosed form of proxy to its shareholders entitled to vote (in person

virtually or by proxy) at the Patrick special meeting on or about [              ], 2026.

The purpose of the Patrick special meeting is to consider and vote on (i) the Patrick share issuance proposal,

(ii) the Patrick authorized stock increase proposal, (iii) the Patrick articles amendment and restatement proposal, and

(iv) the Patrick adjournment proposal. Approval of the Patrick share issuance proposal and the Patrick authorized

stock increase proposal by the Patrick shareholders are conditions to the consummation of the merger. Approval of

the Patrick articles amendment and restatement proposal and the Patrick adjournment proposal are not conditions to

the consummation of the merger.

Record Date and Outstanding Shares of Patrick Common Stock

Only holders of record of shares of Patrick common stock as of the close of business on [            ], 2026, the

record date for the Patrick special meeting, are entitled to notice of, and to vote at, the Patrick special meeting or any

adjournment or postponement of the Patrick special meeting.

As of the close of business on the record date, there were [              ] shares of Patrick common stock issued and

outstanding and entitled to vote at the Patrick special meeting. Patrick shareholders may cast one vote for each share

of Patrick common stock held by them as of the close of business on the record date.

Quorum; Abstentions, Failure to Vote and Broker Non-Votes

In order for business to be conducted at the Patrick special meeting, a quorum must be present. A quorum at the

Patrick special meeting requires the presence in person (by participation at the virtual meeting) or by proxy of the

holders of record of a majority of the shares entitled to vote. Shares that are represented at the Patrick special

meeting but abstain from voting or withhold their votes on any or all matters will be counted as shares present and

entitled to vote in determining the presence of a quorum. If a quorum is not present at the time the Patrick special

meeting is convened, Patrick may adjourn or postpone the Patrick special meeting until such time that a quorum is

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present. Once a share of Patrick common stock is represented for any purpose at the Patrick special meeting, it is

deemed present for quorum purposes for the remainder of the Patrick special meeting and for any adjournment of the

Patrick special meeting unless a new record date is or must be set for the adjourned meeting.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote

your shares in accordance with the voting recommendations of the Patrick board.

A “broker non-vote” occurs with respect to a particular proposal when a broker, bank or other nominee of

record that holds shares for a beneficial owner (a) does not receive any voting instructions from the beneficial owner

with respect to such shares, (b) does not have discretionary authority to vote on that particular proposal and (c) does

have discretionary authority to vote on, and returns a valid proxy with respect to, another proposal presented on the

same proxy.

Under applicable stock exchange rules, brokers, banks and other nominees do not have discretionary authority

to vote on any of the Patrick proposals and will not be able to vote on any of the Patrick proposals absent

instructions from the beneficial owner. Because none of the proposals currently scheduled to be voted on at the

Patrick special meeting are routine matters for which brokers may have discretionary authority to vote, Patrick does

not expect there to be any broker non-votes at the Patrick special meeting. Accordingly, a beneficial owner who fails

to provide voting instructions to its broker, bank, or other nominee will not be considered present at the Patrick

special meeting and whose shares (i) will not count toward the presence of a quorum, (ii) will have the same effect

as a vote “AGAINST” the Patrick authorized stock increase proposal and (iii) will have no effect on the outcome of

the vote on the Patrick share issuance proposal, the Patrick articles amendment and restatement proposal or the

Patrick adjournment proposal.

Methods of Voting (Shareholders of Record)

If you are a Patrick shareholder of record, then you can vote any one of four ways: (i) via the internet prior to

the Patrick special meeting, (ii) by telephone, (iii) by mail and (iv) via the internet during the Patrick special

meeting.

•By Internet. You may submit a proxy electronically on the internet by following the instructions provided

on the enclosed proxy card. Please have your proxy card in hand when you log onto the website. If you

submit your proxy to vote over the internet, you do not have to mail in a proxy card. If you choose to

submit your vote via proxy over the internet, you must do so prior to [              ], Eastern Time, on

[              ], 2026.

•By Telephone. You may submit a proxy by telephone by calling (from the U.S. and Canada) the toll-free

number listed on the enclosed proxy card. Please have your proxy card in hand when you call. If you

submit your proxy by telephone, you do not have to mail in a proxy card. If you choose to submit your vote

via proxy by telephone, you must do so prior to [              ], Eastern Time, on [              ], 2026. Patrick

shareholders voting by telephone should remember that the shareholder must bear costs associated with

electronic access, such as usage charges from telephone companies.

•By Mail. If you received a paper copy of the proxy materials by mail, you may indicate your vote by

completing, signing and dating your proxy card and returning it in the enclosed postage-paid reply

envelope. Patrick shareholders who vote this way should mail the proxy card early enough so that it is

received prior to the closing of the polls at the Patrick special meeting.

•At the Meeting. You may attend the Patrick special meeting virtually and vote electronically during the

meeting by visiting [              ] and entering the unique control number on the enclosed proxy card.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote

your shares in accordance with the voting recommendations of the Patrick board. We recommend that you promptly

submit your vote by proxy even if you currently plan to attend the Patrick special meeting. Voting in advance by

proxy does not preclude your opportunity to attend the special meeting and vote again via the special meeting

website.

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Methods of Voting (Shares Held in Street Name)

If you hold your shares of Patrick common stock in “street name” through a broker, bank or other nominee, you

will receive a voting instruction form seeking instruction from you as to how your shares should be voted. Your

broker, bank or other nominee will vote your shares only if you provide specific instructions on how to vote by

following the instructions provided to you by your broker, bank or other nominee. Please check the voting

instruction form used by your broker, bank or other nominee.

If you hold shares in BOTH street name and as a shareholder of record, YOU MUST VOTE SEPARATELY

for each set of shares.

Patrick Share Issuance Proposal

The Patrick share issuance proposal requires approval by a majority of the votes cast on the Patrick share

issuance proposal at the Patrick special meeting. Abstentions, failures to vote and broker non-votes (if any) will have

no effect on the Patrick share issuance proposal.

The Patrick share issuance proposal is described in the section titled “Patrick Proposals” beginning on page 59

of this joint proxy statement/prospectus.

Required Vote to Approve the Patrick Authorized Stock Increase Proposal

The Patrick authorized stock increase proposal requires approval by a majority of the votes entitled to be cast at

the Patrick special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if

any) will have the same effect as a vote “AGAINST” the Patrick authorized stock increase proposal.

The Patrick authorized stock increase proposal is described in the section titled “Patrick Proposals” beginning

on page 59 of this joint proxy statement/prospectus.

Required Vote to Approve the Patrick Articles Amendment and Restatement Proposal

The Patrick articles amendment and restatement proposal requires approval by a majority of the votes cast on

the Patrick articles amendment and restatement proposal at the Patrick special meeting, assuming a quorum is

present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on

the Patrick articles amendment and restatement proposal.

The Patrick articles amendment and restatement proposal is described in the section titled “Patrick Proposals”

beginning on page 59 of this joint proxy statement/prospectus.

Required Vote to Approve the Patrick Adjournment Proposal

The Patrick adjournment proposal requires approval by a majority of the votes cast on the Patrick adjournment

proposal at the Patrick special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-

votes (if any) will have no effect on the outcome of the vote on the Patrick adjournment proposal.

The Patrick adjournment proposal is described in the section titled “Patrick Proposals” beginning on page 59 of

this joint proxy statement/prospectus.

Vote of Patrick’s Directors and Executive Officers

As of [              ], 2026, Patrick directors and executive officers, and their affiliates, as a group, owned and were

entitled to vote [              ] shares of Patrick common stock, or approximately [   ]% of the total outstanding shares of

Patrick common stock as of [              ], 2026.

Patrick currently expects that all of its directors and executive officers will vote their shares “FOR” the Patrick

share issuance proposal, “FOR” the Patrick authorized stock increase proposal, “FOR” the Patrick articles

amendment and restatement proposal and “FOR” the Patrick adjournment proposal.

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Adjournment

If a quorum is not present at the Patrick special meeting, Patrick may adjourn the Patrick special meeting from

time to time until a quorum is obtained. If a quorum is present but there are not sufficient votes at the time of the

Patrick special meeting to approve the Patrick share issuance proposal or the Patrick authorized stock increase

proposal, then Patrick shareholders may be asked to vote on the Patrick adjournment proposal and thereby adjourn

the Patrick special meeting to a later time and place.

In addition, the merger agreement provides that if on a date that is two business days prior to the date the

Patrick special meeting is scheduled (the “Patrick Original Date”), (i) Patrick has not received proxies sufficient to

obtain approval by Patrick shareholders of the Patrick share issuance proposal or the Patrick authorized stock

increase proposal, whether or not a quorum is present, or (ii) it is necessary to ensure that any required supplement

or amendment to the joint proxy statement/prospectus is delivered to Patrick shareholders within a reasonable

amount of time in advance of the Patrick special meeting, Patrick may, or if LCI so requests, shall, postpone or

adjourn, or make one or more successive postponements or adjournments of, the Patrick special meeting, as long as

the Patrick special meeting is not postponed or adjourned more than 10 business days in connection with any one

postponement or adjournment or more than an aggregate of 20 business days from the Patrick Original Date, in each

case, excluding any adjournments or postponements required by applicable law or consented to in advance in

writing by LCI. The merger agreement further provides that in the event that LCI postpones or adjourns the LCI

special meeting in accordance with the merger agreement, Patrick may postpone or adjourn the Patrick special

meeting in order for the Patrick special meeting and the LCI special meeting to be scheduled on the same date.

At any subsequent reconvening of the Patrick special meeting at which a quorum is present, any business may

be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same

manner as they would have been voted at the original convening of the Patrick special meeting, except for any

proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened

meeting.

Special Meeting of LCI Stockholders (page 63)

Date, Time, Place and Purpose of the LCI Special Meeting

The LCI special meeting will be held virtually on [              ], 2026, at [              ] a.m., Eastern Time. Because

the LCI special meeting is completely virtual and being conducted via live webcast, LCI stockholders will not be

able to attend the meeting in person. LCI stockholders will be able to attend the LCI special meeting online and vote

their shares electronically during the meeting by visiting [              ], which is the LCI special meeting website.

If you join the virtual LCI special meeting as an authenticated LCI stockholder by visiting the LCI special

meeting website, you will be able to attend and participate in the LCI special meeting, submit your questions during

the meeting and vote your shares online. In order to join the meeting as an authenticated stockholder and vote online

during the virtual meeting, you will need a valid control number. Your control number can be found on the proxy

card, voting instruction form, notice or email distributed to you.

The purpose of the LCI special meeting is to consider and vote on (i) the LCI merger proposal, (ii) the LCI

advisory compensation proposal, and (iii) the LCI adjournment proposal. Approval of the LCI merger proposal is a

condition to consummation of the merger. Approval of the LCI advisory compensation proposal and approval of the

LCI adjournment proposal are not conditions to the consummation of the merger.

Record Date and Outstanding Shares of LCI Common Stock

Only holders of record of shares of LCI common stock as of the close of business on [              ], 2026, the

record date for the LCI special meeting (which we refer to as the “LCI record date”), are entitled to receive notice of,

and to vote the shares of LCI common stock that they held on the LCI record date at, the LCI special meeting and

any postponement or adjournment of the LCI special meeting.

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As of the close of business on the LCI record date, there were [              ] shares of LCI common stock

outstanding and entitled to be voted at the LCI special meeting. Each share of LCI common stock entitles its holder

of record to one vote on each matter considered at the LCI special meeting.

A list of LCI stockholders of record entitled to vote at the LCI special meeting will be available for inspection

by LCI stockholders for any purpose germane to the LCI special meeting at LCI’s principal place of business, which

is located at 3501 County Road 6 East, Elkhart, Indiana 46514, during ordinary business hours for a period of no

less than ten days before the LCI special meeting.

Quorum

In order for business to be conducted at the LCI special meeting, a quorum must be present. A quorum at the

LCI special meeting requires the presence in person (by participation at the virtual meeting) or by proxy of the

holders of record of a majority of the shares of LCI common stock entitled to vote.

As of the LCI record date, [              ] shares of LCI common stock were outstanding and entitled to be voted at

the LCI special meeting; accordingly, the presence, in person (virtually) or by proxy, at the LCI special meeting of at

least [              ] shares of LCI common stock entitled to vote at the LCI special meeting is necessary to constitute a

quorum.

Methods of Voting (Stockholders of Record)

LCI stockholders of record may vote their shares electronically during the virtual LCI special meeting by

attending the meeting and following the voting instructions provided during the meeting or submit a proxy to have

their shares voted by internet, telephone or by mail.

•By Internet. You may submit a proxy electronically on the internet by following the instructions provided

on the enclosed proxy card. Please have your proxy card in hand when you log onto the website. If you

submit your proxy to vote over the internet, you do not have to mail in a proxy card. If you choose to

submit your vote via proxy over the internet, you must do so prior to 11:59 p.m., Eastern Time, on

[              ], 2026.

•By Telephone. You may submit a proxy by telephone by calling (from the U.S. and Canada only) the toll-

free number listed on the enclosed proxy card and following the recorded instructions. Please have your

proxy card in hand when you call. If you submit your proxy by telephone, you do not have to mail in a

proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m.,

Eastern Time, on [              ], 2026.

•By Mail. You may submit a proxy by completing, signing and dating the enclosed proxy card and returning

it by mail in the enclosed postage-paid reply envelope. The envelope requires no additional postage if

mailed in the United States. If you intend to submit your proxy by mail, your completed proxy card must be

received prior to the LCI special meeting.

•Attending and Voting at the Meeting. If you join the virtual LCI special meeting as an authenticated LCI

stockholder by visiting the LCI special meeting website, you will be able to vote your shares online during

the meeting. In order to join the meeting as an authenticated stockholder and vote online during the virtual

meeting, you will need a valid control number, which can be found on the proxy card, voting instruction

form, notice or email distributed to you

If you submit a proxy, the persons named as proxies will vote your shares in accordance with your instructions.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your

shares in accordance with the voting recommendations of the LCI board.

Methods of Voting (Shares Held in Street Name)

If your shares are held in street name (that is, in the name of a broker, bank or other nominee), you should

receive a voting instruction form seeking instruction from you as to how your shares should be voted. Your broker,

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bank or other nominee will vote your shares only if you provide specific instructions on how to vote by following

the instructions provided to you by your broker, bank or other nominee. Please check the voting instruction form

used by your broker, bank or other nominee.

Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of

the following methods:

•By the Methods Listed on the Voting Instruction Form: Please refer to the voting instruction form or other

information forwarded by your broker, bank or other nominee to determine whether you may submit a

proxy by telephone or on the internet and follow the instructions provided by your broker, bank or other

nominee.

•Electronically at the Special Meeting. You may vote electronically at the LCI special meeting. To

participate in the virtual LCI special meeting, you will need the control number included in your voting

instruction form.

If your shares are held in street name and you wish to revoke a proxy, you should contact your broker, bank or

other nominee and follow its procedures for changing your voting instructions.

If you hold shares in BOTH street name and as a stockholder of record, YOU MUST VOTE

SEPARATELY for each set of shares.

Required Vote to Approve the LCI Merger Proposal

The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock entitled to vote

on the LCI merger proposal is required to approve such proposal. Abstentions, broker non-votes and failures by LCI

stockholders to vote on the LCI merger proposal will have the same effect as a vote “AGAINST” the LCI merger

proposal.

The LCI merger proposal is described in the section titled “LCI Proposals” beginning on page 69 of this joint

proxy statement/prospectus.

Required Vote to Approve the LCI Advisory Compensation Proposal

The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock which are

present in person (virtually) or represented by proxy at the LCI special meeting and entitled to vote on the LCI

advisory compensation proposal is required to approve such proposal on an advisory basis. Abstentions will have the

same effect as a vote “AGAINST” the LCI advisory compensation proposal. Broker non-votes and failures by LCI

stockholders to vote on the LCI advisory compensation proposal will have no effect on the outcome of the vote on

the LCI advisory compensation proposal.

The LCI advisory compensation proposal is described in the section titled “LCI Proposals” beginning on page

69 of this joint proxy statement/prospectus.

Required Vote to Approve the LCI Adjournment Proposal

The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock which are

present in person (virtually) or represented by proxy at the LCI special meeting and entitled to vote on the LCI

adjournment proposal is required to approve such proposal. Abstentions will have the same effect as a vote

“AGAINST” the LCI adjournment proposal. Broker non-votes and failures by LCI stockholders to vote on the LCI

adjournment proposal will have no effect on the outcome of the vote on the LCI adjournment proposal.

The LCI adjournment proposal is described in the section titled “LCI Proposals” beginning on page 69 of this

joint proxy statement/prospectus.

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Vote of LCI’s Directors and Executive Officers

As of the LCI record date, LCI’s directors and executive officers, and their affiliates, as a group, beneficially

owned and were entitled to vote [              ] shares of LCI common stock, or approximately [              ]% of the total

outstanding shares of LCI common stock as of the LCI record date.

LCI’s directors and executive officers have informed LCI that they intend to vote their shares “FOR” each of

the LCI proposals, although none of them are obligated to do so.

Adjournment

In accordance with the amended and restated bylaws of LCI (the “LCI bylaws”), whether or not a quorum is

present, the LCI special meeting may be adjourned from time to time by the Chairperson of the LCI board, the Vice

Chairperson of the LCI board, LCI’s Chief Executive Officer (if also a member of the LCI board) or the chairperson

of the LCI special meeting selected by the LCI board, to reconvene at the same or some other place (if any), for the

purpose of, among other things, soliciting additional proxies. If the LCI special meeting is adjourned, LCI

stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At

any subsequent reconvening of the LCI special meeting, all proxies will be voted in the same manner as the manner

in which such proxies would have been voted at the original convening of the LCI special meeting, except for any

proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

The merger agreement provides that if on a date that is two business days prior to the date the LCI special

meeting is scheduled (the “LCI Original Date”), (i) LCI has not received proxies sufficient to obtain approval by

LCI stockholders of the LCI merger proposal, whether or not a quorum is present, or (ii) it is necessary to ensure

that any required supplement or amendment to the joint proxy statement/prospectus is delivered to LCI stockholders

within a reasonable amount of time in advance of the LCI special meeting, LCI may, or if Patrick so requests, shall,

postpone or adjourn, or make one or more successive postponements or adjournments of, the LCI special meeting, as

long as the LCI special meeting is not postponed or adjourned more than 10 business days in connection with any

one postponement or adjournment or more than an aggregate of 20 business days from the LCI Original Date, in

each case, excluding any adjournments or postponements required by applicable law or consented to in advance in

writing by Patrick. The merger agreement further provides that in the event that Patrick postpones or adjourns the

Patrick special meeting in accordance with the merger agreement, LCI may postpone or adjourn the LCI special

meeting in order for the LCI special meeting and the Patrick special meeting to be scheduled on the same date.

Board of Directors of the Combined Company Following the Consummation of the Merger (page 91)

The combined company board will have 12 members, comprised of (a) six directors from among the members

of the Patrick board as of immediately prior to the first effective time, four of which will be designated by the

Patrick board prior to the first effective time and two of which will be Andy L. Nemeth, the current Chief Executive

Officer of Patrick and Chairman of the Patrick board, and Todd M. Cleveland, a current director on the Patrick

board, and (b) six directors from among the members of the LCI board as of immediately prior to the first effective

time, five of which will be designated by the LCI board prior to the first effective time and one of which will be

John A. Sirpilla, the current Interim Chief Executive Officer of LCI, provided that, in each case, the individuals are

members of their respective company’s board immediately prior to the first effective time.

From the closing of the merger until the second anniversary of the closing, any vacancy on the board of

directors of the combined company may be filled only by the affirmative vote of a majority of directors then in

office and shall be based upon the recommendation of the Nominating and Governance Committee of the Board.

Interests of Patrick Directors and Executive Officers in the Merger (page 128)

In considering the recommendation of the Patrick board with respect to the Patrick share issuance proposal, the

Patrick authorized stock increase proposal and the Patrick articles amendment and restatement proposal, and the

Patrick adjournment proposal, Patrick shareholders should be aware that the directors and executive officers of

Patrick have interests in the merger that may be different from, or in addition to, the interests of Patrick

shareholders, generally. The members of the Patrick board were aware of and considered these interests, among

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other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and in

determining to recommend that Patrick shareholders approve the Patrick share issuance proposal, the Patrick

authorized stock increase proposal and the Patrick articles amendment and restatement proposal and the Patrick

adjournment proposal. These interests include:

•the potential continued employment of certain executive officers of Patrick in the combined company and

the potential appointment of certain Patrick directors and executive officers as directors of the combined

company, as further described in “The Merger—Governance of the Combined Company Following the

Consummation of the Merger” beginning on page 90 of this joint proxy statement/prospectus;

•rights to continuing indemnification and directors’ and officers’ liability insurance;

•Todd M. Cleveland, a director on the Patrick board, is affiliated with two companies that engage in

ordinary course business with LCI;

•M. Scott Welch, a director on the Patrick board, is affiliated with two companies that hold an aggregate

15,700 shares of LCI common stock, and one of such companies engages in ordinary course business with

LCI;

•the treatment of Patrick equity awards provided for under the merger agreement as further described in the

section titled “The Merger—Interests of Patrick Directors and Executive Officers in the Merger—

Treatment of Patrick Equity-Based Awards”; and

•certain cash severance entitlements and other benefits payable and/or provided in the event of certain

qualifying terminations of employment following the closing of the merger, as further described in “The

Merger—Interests of Patrick Directors and Executive Officers in the Merger” beginning on page 128 of

this joint proxy statement/prospectus.

Interests of LCI Directors and Executive Officers in the Merger (page 134)

In considering the recommendation of the LCI board with respect to the LCI merger proposal, the LCI advisory

compensation proposal and the LCI adjournment proposal, LCI stockholders should be aware that the directors and

executive officers of LCI have interests in the merger that may be different from, or in addition to, the interests of

LCI stockholders generally. The members of the LCI board were aware of and considered these interests, among

other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and in

determining to recommend that LCI stockholders approve the LCI merger proposal, the LCI advisory compensation

proposal and the LCI adjournment proposal. These interests include, among others:

•the potential continued employment of certain executive officers of LCI in the combined company, the

potential appointment of certain LCI directors and executive officers as directors of the combined

company;

•rights to continuing indemnification and directors’ and officers’ liability insurance;

•certain vested payments or benefits becoming payable in connection with the closing of the first merger;

•the treatment of LCI equity awards provided for under the merger agreement as further described in the

section titled “The Merger—Interests of LCI Directors and Executive Officers in the Merger—Treatment of

LCI Equity-Based Awards” beginning on page 135 of this joint proxy statement/prospectus; and

•certain severance and other benefits payable in the event of certain qualifying terminations of employment

following the closing of the merger, as further described in the section titled “The Merger—Interests of LCI

Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to

LCI’s Named Executive Officers” beginning on page 133of this joint proxy statement/prospectus.

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Conditions to the Closing of the Merger (page 162)

The respective obligations of each party to effect the merger are subject to the satisfaction or waiver on or prior

to the closing of the following conditions:

•the approval of (a) the LCI merger proposal by LCI stockholders and (b) the Patrick share issuance

proposal and Patrick authorized stock increase proposal by Patrick shareholders;

•the receipt of the required regulatory approvals;

•the absence of any legal restraint in effect that prevents, enjoins or prohibits the consummation of the

merger;

•the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part

and the absence of any stop order suspending the effectiveness of the registration statement, and no

proceedings for such purpose having been initiated or threatened by the SEC;

•the approval for listing on the Nasdaq, subject to official notice of issuance, of the shares of Patrick

common stock to be issued as merger consideration;

•the representations and warranties of the other party (or parties, with respect to LCI) contained in the

merger agreement being true and correct as of the date on which the merger agreement was entered into and

as of the date on which the merger is completed, subject to the materiality standards provided in the merger

agreement (and the receipt of a certificate duly executed by an executive officer of LCI or Patrick, as

applicable, to such effect);

•performance by Patrick, First Merger Sub, Second Merger Sub or LCI, as applicable, in all material

respects of all obligations required to be performed by them at or prior to the closing under the merger

agreement (and the receipt of a certificate duly executed by an executive officer of LCI or Patrick, as

applicable, to such effect); and

•the receipt by LCI of an opinion of tax counsel to the effect that the first merger and the second merger,

taken together, will be treated as a single integrated transaction that will qualify as a “reorganization”

within the meaning of Section 368(a) of the Code.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will

be completed.

No Solicitation (page 158)

The merger agreement generally restricts the ability of Patrick or LCI to directly or indirectly solicit takeover

proposals from third parties (including by furnishing non-public information), participate in discussions or

negotiations with third parties regarding any takeover proposal, approve or recommend any takeover proposal or

enter into agreements providing for or relating to any takeover proposal. Under certain circumstances, however, and

in compliance with certain obligations contained in the merger agreement and described in the section titled “The

Merger Agreement—No Solicitation of Alternative Transactions” beginning on page 158 of this joint proxy

statement/prospectus, each of Patrick and LCI is permitted, prior to receipt of its applicable shareholder or

stockholder approval, to engage in negotiations with, and provide information to, third parties that have made an

unsolicited written takeover proposal after the date of the merger agreement upon the determination by the

respective board, in good faith and after consultation with outside legal counsel and a financial advisor of nationally

recognized reputation, that such takeover proposal constitutes or would reasonably be expected to result in a

superior proposal, that the failure to take such action would reasonably be expected to be inconsistent with the

applicable directors’ fiduciary duties pursuant to applicable law and that such takeover proposal did not result from a

breach of the applicable party’s non-solicitation obligations under the merger agreement.

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Termination (page 163)

The merger agreement may be terminated at any time prior to the first effective time, whether before or after

receipt of the LCI stockholder approval or applicable Patrick shareholder approval:

•By the mutual written consent of Patrick and LCI.

•By either Patrick or LCI if:

◦the merger has not been completed on or before March 30, 2027 (which we refer to as the “outside

date”); provided that if the closing has not occurred by the outside date but on that date the only

conditions not satisfied are those related to certain regulatory approvals or the absence of a legal

restraint related to antitrust laws or foreign investment laws, (but all other conditions have been

satisfied or waived), then the outside date will automatically be extended to June 30, 2027, and such

date will be the “outside date” for the purposes of the merger agreement; provided, further, that if the

closing has not occurred by such extended outside date, then the extended outside date will be further

automatically extended to September 30, 2027, and such date will be the “outside date” for the

purposes of the merger agreement; provided, further, that if such failure to close on or before the

outside date, as it may be extended, is the primary result of a party’s failure to perform any of its

material obligations under the merger agreement, then the termination right described in this bullet is

not available to such party (including, in the case of Patrick, First Merger Sub or Second Merger Sub);

◦any legal restraint that enjoins or otherwise prohibits consummation of the merger has become final

and non-appealable; (provided that if the imposition of such legal restraint was primarily due to or

primarily caused by the failure of a party to perform any of its obligations under the merger agreement,

then the termination right described in this bullet is not available to such party);

◦either the approval of the Patrick share issuance proposal or the approval of the Patrick authorized

stock increase proposal has not been obtained at the Patrick special meeting; or

◦the LCI stockholder approval has not been obtained at the LCI special meeting.

•By Patrick if:

◦LCI has breached its representations, warranties or covenants such that a closing condition would not

be satisfied, and such breach is not cured within 30 days following written notice thereof and 3 days

prior to the outside date (provided that Patrick is not then in material breach of its own obligations

under the merger agreement); or

◦prior to the LCI stockholder approval, the LCI board has made an LCI adverse recommendation

change.

•By LCI if:

◦Patrick, First Merger Sub or Second Merger Sub has breached or failed to perform any of its

representations, warranties or covenants such that a closing condition would not be satisfied, and such

breach is not cured within 30 days following written notice thereof and 3 days prior to the outside date

(provided that LCI is not then in material breach of its own obligations under the merger agreement);

or

◦prior to the Patrick shareholder approval, the Patrick board has made a Patrick adverse

recommendation change.

If the merger agreement is terminated, it will become void, without liability on the part of any party, except in

the case of fraud or a willful breach of the merger agreement prior to termination, (which liability may include

damages based on loss of the economic benefit of the merger). Certain provisions will survive termination, including

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those relating to confidentiality, the effect of termination, payment of termination fees and expenses and governing

law.

Termination Fees; Expenses (page 165)

If the merger agreement is terminated by either Patrick or LCI under certain circumstances, including

circumstances involving takeover proposals and changes in the recommendation of its board, Patrick or LCI may be

required to pay a termination fee to the other equal to $94,200,000.

No Appraisal Rights (page 127)

Under Indiana law, Patrick shareholders are not entitled to appraisal rights in connection with the merger.

Under Delaware law, LCI stockholders are not entitled to appraisal rights for their shares of LCI common stock

in connection with the transactions contemplated by the LCI merger proposal or to any similar rights of dissenters

under Delaware law. For more information, see “The Merger—No Appraisal Rights” beginning on page 127 of this

joint proxy statement/prospectus.

Regulatory Approvals (page 127)

U.S. Antitrust Clearance

The consummation of the merger is subject to the receipt of antitrust clearance in the United States. Under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the “HSR Act”), and the

rules promulgated thereunder, the merger may not be completed until notification and report forms have been filed

with the Federal Trade Commission and the Department of Justice (which we refer to as the “FTC” and the “DOJ,”

respectively), and the applicable waiting period (or any extensions of such waiting period) has expired or been

terminated. For additional information regarding regulatory approvals in connection with the merger, see the section

titled “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger.”

Most transactions 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 notification and report forms. If the Antitrust

Division of the DOJ or the FTC issues a request for additional information and documentary material (which we

refer to as a “second request”) prior to the expiration of the 30-calendar-day waiting period (or after an additional

30-calendar day waiting period if the parties pull and refile their HSR notification period), the transaction cannot

close until the parties observe a second 30-calendar-day waiting period, which would begin to run only after both

parties have substantially complied with the second request, unless such second waiting period is terminated earlier.

On August 5, 2026, Patrick and LCI each filed their respective Premerger Notification and Report Forms

(which we refer to as “HSR Act notifications”) pursuant to the HSR Act with the FTC and the DOJ in connection

with the merger. On September 4, 2026, Patrick and LCI each voluntarily withdrew their respective HSR Act

notifications and, on September 9, 2026, refiled their respective HSR Act notifications with the FTC and the DOJ.

The refilings initiated a new waiting period under the HSR Act.

Non-U.S. Antitrust Clearance and Regulatory Approvals

Patrick and LCI derive revenues, have assets or other presence in jurisdictions outside the United States where

merger control, foreign investment, or foreign subsidies filings or clearances may be necessary or recommended. In

addition to antitrust approval in the United States, Patrick and LCI will seek the receipt of applicable governmental

consents, approvals, and other clearances required to be obtained under the merger agreement. The merger cannot be

consummated until the closing conditions relating to the applicable filings or clearances in the required jurisdictions

have been satisfied or waived.

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Specific Performance; Remedies (page 166)

The parties to the merger agreement have agreed that each party is entitled to an injunction and specific

performance to prevent breaches of the merger agreement and to enforce its terms, in addition to any other remedy

to which such party may be entitled.

Litigation Related to the Merger (page 141)

Although neither Patrick nor LCI is aware of any pending lawsuits relating to the transactions contemplated by

the merger agreement as of the date of this joint proxy statement/prospectus, lawsuits arising out of or in connection

with the transactions contemplated by the merger agreement could be filed in the future.

Material U.S. Federal Income Tax Consequences of the Merger (page 168)

The parties intend that the merger be treated as a “reorganization” within the meaning of Section 368(a) of the

Code. It is a condition to LCI’s obligation to complete the merger that LCI receive an opinion from Kirkland & Ellis

LLP (or other tax counsel), dated as of the closing date, to the effect that the first merger and the second merger,

taken together, will be treated as a single integrated transaction that will qualify as a “reorganization” within the

meaning of Section 368(a) of the Code. Assuming the merger so qualifies, a U.S. holder (as defined in “Material

U.S. Federal Income Tax Consequences of the Merger”) that exchanges all of its LCI common stock for the merger

consideration in the first merger will not recognize any gain or loss for U.S. federal income tax purposes, except for

any gain or loss that may result from the receipt of cash instead of a fractional share of Patrick common stock as

described in “Material U.S. Federal Income Tax Consequences of the Merger.”

You should read the discussion under the section titled “Material U.S. Federal Income Tax Consequences of the

Merger” for a further discussion of U.S. federal income tax considerations relating to the merger. Tax matters can be

complicated, and the tax consequences of the merger to any particular holder will depend on that holder’s particular

facts and circumstances. Accordingly, you are urged to consult your own tax advisor to determine the tax

consequences to you of the merger.

Comparison of Shareholders’ / Stockholders’ Rights (page 192)

If the merger is completed, holders of LCI common stock will receive shares of Patrick common stock in

exchange for their shares of LCI common stock. Patrick is incorporated under the laws of the State of Indiana and is

subject to the Indiana Business Corporation Law (which we refer to as the “IBCL”). LCI is incorporated under the

laws of the State of Delaware and is subject to the Delaware General Corporation Law (which we refer to as the

“DGCL”). Following completion of the merger and assuming the Patrick shareholders adopt and approve the Patrick

articles amendment and restatement proposal, the combined company will continue to be an Indiana corporation and

will be governed by the IBCL, together with the combined company’s amended and restated articles of

incorporation in the form attached to this joint proxy statement/prospectus as Annex B (which we refer to as the

“combined company articles”) and the combined company’s amended and restated bylaws in the form attached to

this joint proxy statement/prospectus as Annex C (which we refer to as the “combined company bylaws”). As a

result, upon completion of the merger, former LCI stockholders who receive shares of Patrick common stock will

become shareholders of an Indiana corporation, and their rights will change from being governed by the DGCL and

LCI’s existing certificate of incorporation and bylaws to being governed by the IBCL and the combined company

articles and combined company bylaws. The differences in the rights of each such holder of LCI common stock

receiving shares of Patrick common stock in the merger are described in detail in the section titled “Comparison of

Shareholders’ / Stockholders’ Rights” beginning on page 192 of this joint proxy statement/prospectus.

Listing of Patrick Common Stock; Delisting and Deregistration of LCI Common Stock (page 140)

If the merger is completed, the shares of Patrick common stock to be issued in the merger will be listed for

trading on the Nasdaq under the ticker symbol “PATK” and the shares of LCI common stock will be delisted from

the NYSE and deregistered under the Exchange Act and LCI will not be required to file periodic reports with the

SEC pursuant to the Exchange Act.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The Patrick common stock is listed on the Nasdaq under the symbol “PATK.” The LCI common stock is listed

on the NYSE under the symbol “LCII.”

The high and low trading prices for the Patrick common stock on June 29, 2026, the last trading day

immediately before the public announcement of the merger, were $95.01 and $91.25, respectively. The high and low

trading prices for the LCI common stock on June 29, 2026, the last trading day immediately before the public

announcement of the merger, were $100.87 and $94.25, respectively.

As of [              ], 2026, the last date before the date of this joint proxy statement/prospectus for which it was

practicable to obtain this information, there were [              ] shares of Patrick common stock outstanding and

[              ] shares of LCI common stock outstanding.

Because the exchange ratio will not be adjusted for changes in the market price of either Patrick common stock

or LCI common stock, the market value of Patrick common stock that LCI stockholders will have the right to

receive on the date the merger is completed may vary significantly from the market value of the Patrick common

stock that LCI stockholders would receive if the merger was completed on the date of this joint proxy statement/

prospectus. As a result, you should obtain recent market prices of Patrick common stock and LCI common stock

prior to voting your shares. For additional information, see the section titled “Risk Factors” beginning on page 38 of

this joint proxy statement/prospectus.

The following table sets forth the closing sale price per share of Patrick common stock as reported on the

Nasdaq and the closing sale price per share of LCI common stock as reported on the NYSE, in each case on June 29,

2026, the last trading day before the public announcement of the parties entering into the merger agreement, and on

[              ], 2026, the last practicable trading day prior to the mailing of this joint proxy statement/prospectus. The

table also shows the estimated implied value of the merger consideration proposed for each share of LCI common

stock as of the same two dates. The implied value was calculated by multiplying the Nasdaq closing price of a share

of Patrick common stock on the relevant date by the exchange ratio of 1.2440 shares of Patrick common stock for

each share of LCI common stock.

	Patrick Common Stock Closing Price		LCI Common Stock Closing Price		Exchange Ratio		Implied Per Share Value of Merger Consideration
June 29, 2026	$93.18		$100.12		1.2440		$115.92
[              ], 2026	$[    ]		$[    ]		1.2440		$[    ]

Patrick shareholders and LCI stockholders are encouraged to obtain current market quotations for Patrick

common stock and LCI common stock and to review carefully the other information contained in this joint proxy

statement/prospectus or incorporated by reference herein. No assurance can be given concerning the market price of

Patrick common stock before or after the effective date of the merger. For additional information, see the section

titled “Where You Can Find More Information” beginning on page 208 of this joint proxy statement/prospectus.

Dividends

Patrick currently pays a quarterly dividend on Patrick common stock. Patrick last paid a quarterly dividend of

$0.47 per share of Patrick common stock on September 8, 2026. The terms of the merger agreement limit Patrick’s

ability to declare or pay additional dividends, except for regular quarterly cash dividends in an amount not to exceed

$0.47 per share per quarter declared and paid in respect of the Patrick common stock at such times and in a manner

consistent with Patrick’s historical quarterly dividend practice, prior to the consummation of the merger.

LCI currently pays a quarterly dividend on LCI common stock. LCI last paid a quarterly dividend of $1.15 per

share of LCI common stock on September 4, 2026. The terms of the merger agreement limit LCI’s ability to declare

or pay additional dividends, except for regular quarterly cash dividends in an amount not to exceed $1.15 per share

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per quarter declared and paid in respect of the LCI common stock at such times and in a manner consistent with

LCI’s historical quarterly dividend practice, prior to the consummation of the merger.

The dividend policies of Patrick or LCI may change at any time at the discretion of the respective company’s

board and without notice to the respective company’s shareholders or stockholders.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference herein, including the matters

addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page

51 of this joint proxy statement/prospectus, you should carefully consider the following risks before deciding how to

vote. You should also consider the other information in this joint proxy statement/prospectus and the other

documents incorporated by reference herein, particularly the risk factors contained in the Annual Reports on Form

10-K and Quarterly Reports on Form 10-Q filed by each of Patrick and LCI. For additional information, see

“Where You Can Find More Information” beginning on page 208 of this joint proxy statement/prospectus. In

addition to the risks set forth below or referenced above, new risks may emerge from time to time and it is not

possible to predict all risk factors, nor can Patrick or LCI assess the impact of all factors on the merger and the

combined company following the merger or the extent to which any factor or combination of factors may cause

actual results to differ materially from those contained in or implied by any forward-looking statements.

Risks Relating to the Merger

The number of shares of Patrick common stock issuable in the merger in respect of one share of LCI common

stock is fixed and will not be adjusted. Because the market price of Patrick common stock may fluctuate, LCI

stockholders cannot be sure of the market value of the merger consideration they will receive in exchange for

their shares in connection with the merger.

At the time the merger is completed, each issued and outstanding eligible share of LCI common stock will be

converted into the right to receive the merger consideration, which consists of 1.2440 shares of Patrick common

stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of either LCI common stock

or Patrick common stock prior to the closing of the merger. Accordingly, the market value of the merger

consideration that LCI stockholders will receive in the merger will vary based on the price of Patrick common stock

at the time LCI stockholders receive the merger consideration, and, accordingly, LCI stockholders cannot be sure of

the market value of the merger consideration they will receive upon the closing of the merger. The market price of

Patrick common stock has fluctuated since the date on which Patrick and LCI announced they had entered into the

merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus through the

date the merger is completed, which could occur a considerable amount of time after the date of this joint proxy

statement/prospectus. Changes in the price of Patrick common stock may result from a variety of factors, including

general market and economic conditions, changes in Patrick’s and LCI’s businesses, operations and prospects,

changes in market assessments of the likelihood that the merger will be completed or the value that may be

generated by the merger, changes with respect to expectations regarding the timing of the merger and regulatory

considerations. Many of these factors are beyond Patrick’s and LCI’s control.

Patrick shareholders and LCI stockholders, in each case as of immediately prior to the merger, will have reduced

ownership in the combined company and less influence over management.

Based on the number of issued and outstanding shares of LCI common stock as of [              ], Patrick

anticipates issuing up to approximately [              ] shares of Patrick common stock pursuant to the merger

agreement. The actual number of shares of Patrick common stock to be issued pursuant to the merger agreement will

be determined at the closing of the merger based on the number of shares of LCI common stock outstanding

immediately prior to the merger. The issuance of these new shares could have the effect of depressing the market

price of Patrick common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any

accretion to, Patrick’s earnings per share could cause the price of Patrick common stock to decline or increase at a

reduced rate.

Immediately after the closing of the merger, it is expected that Patrick shareholders as of immediately prior to

the merger will own approximately 52%, and LCI stockholders as of immediately prior to the merger will own

approximately 48%, of the issued and outstanding shares of the combined company’s common stock, in each case

calculated based on the fully diluted market capitalizations of Patrick and LCI as of the date of signing of the merger

agreement. As a result, current Patrick shareholders and current LCI stockholders will have less influence on the

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management and policies of the combined company than they currently have on the management and policies of

Patrick and LCI, respectively.

Conversion of LCI's 2030 Notes following the merger could result in dilution to combined company

shareholders.

LCI has $460 million in aggregate principal amount of 2030 Notes outstanding. Following the consummation of

the merger, the 2030 Notes are expected to remain outstanding but will, in accordance with the terms of the

indenture governing the 2030 Notes, contain a right of holders to convert into shares of Patrick common stock rather

than shares of LCI common stock. The 2030 Notes are convertible at the option of the holders prior to November 1,

2029 under certain circumstances, including when the trading price of the 2030 Notes falls below a specified

threshold or when the last reported sale price of the underlying common stock exceeds 130% of the conversion price

for a specified period. On or after November 1, 2029, the 2030 Notes are convertible at any time at the option of the

holders regardless of these conditions. The combined company will settle conversions by paying cash up to the

aggregate principal amount of the 2030 Notes being converted and paying or delivering, as the case may be, cash,

shares of Patrick common stock or a combination thereof, at its election, in respect of the remainder, if any, of its

conversion obligation in excess of the aggregate principal amount of the 2030 Notes being converted, based on the

then applicable conversion rate.

Accordingly, if some or all of the 2030 Notes are converted into shares of Patrick common stock following the

merger, existing combined company shareholders would experience dilution to their ownership interest (which, in

the case of pre-merger Patrick shareholders, would represent additional dilution beyond the dilution they will

experience as a result of the issuance of shares as merger consideration at the closing of the merger). The extent and

timing of any such dilution is uncertain and will depend on whether and when 2030 Notes are converted and on the

market price of Patrick common stock at the time of any such conversions. In addition, in connection with the

issuance of the 2030 Notes, LCI entered into convertible note hedge transactions and warrant transactions with

certain financial institutions. The convertible note hedge transactions and warrant transactions, taken together, are

expected generally to reduce the potential equity dilution and/or offset any cash payments the combined company is

required to make, as the case may be, resulting from conversion of the 2030 Notes. The warrants mature over a

period of approximately six months following the maturity date of the 2030 Notes and the bond hedges. As a result,

if the market price per share of Patrick common stock exceeds the strike price of the warrants at their maturity and

the combined company elects to settle the warrants by the delivery of shares of Patrick common stock, such

settlements would have an independent dilutive effect on the combined company’s outstanding common stock.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied or waived prior to the closing of the

merger, which are described in the section titled “The Merger Agreement—Conditions to the Closing of the Merger”

beginning on page 162 of this joint proxy statement/prospectus. These conditions to the consummation of the merger

may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or may not

be completed.

In addition, if the merger is not completed by March 30, 2027 (subject to automatic extensions under certain

circumstances described in the section titled “The Merger Agreement—Termination of the Merger Agreement”

beginning on page 163 of this joint proxy statement/prospectus), either Patrick or LCI may choose not to proceed

with the merger by terminating the merger agreement, and the parties can mutually decide to terminate the merger

agreement at any time, before or after shareholder approval by either Patrick shareholders or LCI stockholders. In

addition, Patrick and LCI may elect to terminate the merger agreement in certain other circumstances as further

detailed in “The Merger Agreement—Termination.”

The merger agreement limits the ability of either Patrick or LCI to pursue alternatives to the merger, may

discourage other companies from making favorable alternative transaction proposals and, in specified

circumstances, could require either Patrick or LCI to pay the other a termination fee.

The merger agreement contains provisions that may discourage a potential third-party acquirer that might have

an interest in acquiring all or a significant part of either Patrick or LCI from considering or submitting to either

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Patrick or LCI a competing proposal that might result in greater value to their respective shareholders or

stockholders than the merger, or may result in a potential acquirer of Patrick, or a potential competing acquirer of

LCI, proposing to pay a lower price per share to acquire Patrick or LCI, respectively, than it might otherwise have

proposed to pay. These provisions include a general prohibition on Patrick and LCI from soliciting or, subject to

certain exceptions relating to the exercise of fiduciary duties by the Patrick board or the LCI board, as the case may

be, entering into discussions with any third party regarding any competing proposal or offer for a competing

transaction. Furthermore, even if the Patrick board or the LCI board withdraws, qualifies or modifies its

recommendation with respect to the Patrick share issuance proposal and/or the Patrick authorized stock increase

proposal, in the case of the Patrick board, or the LCI merger proposal, in the case of the LCI board, unless the

merger agreement has been terminated in accordance with its terms, each of Patrick and LCI will still be required to

submit the Patrick share issuance proposal and the Patrick authorized stock increase proposal, in the case of the

Patrick board, and the LCI merger proposal, in the case of the LCI board, to a vote by the Patrick shareholders and

the LCI stockholders, respectively. The merger agreement further provides that under specified circumstances,

including after a change of recommendation by either party’s board of directors and a subsequent termination of the

merger agreement by the other party in accordance with its terms, Patrick or LCI, as applicable, may be required to

pay the other party a cash termination fee of $94.2 million.

For additional information, see “The Merger Agreement—Covenants and Agreements—No Solicitation” and

“The Merger Agreement—Termination” beginning on pages 158 and 163, respectively, of this joint proxy statement/

prospectus.

Failure to complete the merger, or a delay in the closing of the merger, could negatively impact Patrick’s or

LCI’s respective businesses, results of operations, financial conditions and stock prices.

The merger agreement is subject to a number of conditions that must be fulfilled to complete the merger. Those

conditions include, among others, (i) the approval by Patrick shareholders of the Patrick share issuance proposal and

the Patrick authorized stock increase proposal, (ii) the approval by LCI stockholders of the LCI merger proposal,

(iii) the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of

1976, as amended (and any timing agreement with the Federal Trade Commission or the Department of Justice, as

applicable, shall have terminated or expired), (iv) the receipt by LCI of an opinion of tax counsel to the effect that

the first merger and the second merger, taken together, will be treated as a single integrated transaction that will

qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (v) the receipt of any other

regulatory approvals. A number of the conditions are not within the control of Patrick or LCI and may prevent, delay

or otherwise materially adversely affect the closing of the merger. Neither Patrick nor LCI can predict with certainty

whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise, and

neither can assure you that it will be able to timely complete the merger as currently contemplated under the merger

agreement or at all. Patrick’s and LCI’s respective businesses, results of operations, financial conditions or stock

prices could be adversely affected, potentially in a material way, by the failure to complete the merger, or by a delay

in the closing of the merger, and Patrick or LCI may suffer consequences that could adversely affect their respective

businesses, results of operations, financial conditions and stock prices, including the following:

•Patrick and LCI may not realize any or all of the potential benefits of the merger, including any synergies

that could result from combining their financial and business resources;

•matters relating to the merger will require substantial commitments of time and resources by Patrick and

LCI management, which would otherwise have been devoted to day-to-day operations and other

opportunities that may have been beneficial to Patrick or LCI as independent companies;

•Patrick and LCI have each incurred and will incur further substantial expenses in connection with the

merger, including financial advisory, legal, accounting, consulting and other advisory fees, severance/

retention employee benefit-related costs and other regulatory fees and other costs relating to the merger

regardless of whether the merger is completed;

•Patrick or LCI may be subject to legal proceedings related to the potential delay of, or failure to complete,

the merger;

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•Patrick or LCI may experience disruptions to their respective businesses resulting from the announcement

and pendency of the merger, including adverse changes in relationships with, or loss of, customers,

business partners and employees, which may not be reversible and may continue or even intensify in the

event the merger is delayed or not completed;

•Patrick or LCI may experience negative reactions to the merger, including if the merger is not completed,

from the financial markets, including negative impacts on the market prices of Patrick common stock and

LCI common stock; and

•under the merger agreement, Patrick and LCI are subject to certain restrictions on the conduct of their

respective businesses prior to completing the merger, which restrictions could adversely affect their ability

to conduct their respective businesses as they otherwise would have done if not subject to these restrictions.

In addition to the above risks, if the merger agreement is terminated under specified circumstances, either

Patrick or LCI may be required to pay the other a termination fee of $94.2 million. For a description of these

circumstances, see “The Merger Agreement—Termination” beginning on page 163 of this joint proxy statement/

prospectus. For a description of the conditions required to be satisfied or waived to consummate the merger, see

“The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 162 of this joint proxy

statement/prospectus.

Patrick directors and executive officers and LCI directors and executive officers may have interests in the merger

that are different from, or in addition to, the interests of Patrick shareholders and LCI stockholders generally.

Certain Patrick directors and executive officers and LCI directors and executive officers may have interests in

the merger that are different from, or in addition to, the interests of Patrick shareholders and LCI stockholders

generally. These interests include, among others, the potential continued employment of certain executive officers of

Patrick and LCI in the combined company, the potential appointment or continued service (as applicable) of certain

Patrick and LCI directors and executive officers as directors of the combined company, rights to continuing

indemnification and directors’ and officers’ liability insurance, certain vested payments or benefits becoming

payable in connection with the closing of the merger, the treatment of Patrick and LCI equity awards provided for

under the merger agreement as further described in the sections titled “The Merger—Interests of Patrick Directors

and Executive Officers in the Merger—Treatment of Patrick Equity-Based Awards” and “The Merger—Interests of

LCI Directors and Executive Officers in the Merger—Treatment of LCI Equity-Based Awards” beginning on pages

129 and 135, respectively, of this joint proxy statement/prospectus and certain severance and other benefits payable

in the event of certain qualifying terminations of employment following the closing of the merger, as further

described in the sections titled “The Merger—Interests of Patrick Directors and Executive Officers in the Merger”

and “The Merger—Interests of LCI Directors and Executive Officers in the Merger” beginning on pages 128 and

134, respectively, of this joint proxy statement/prospectus. The Patrick board and the LCI board were aware of and

considered, among other matters, the interests of their respective directors and officers when overseeing the

negotiation of and evaluating the terms of the merger agreement and structure of the merger and when determining

their respective recommendations to their respective shareholders or stockholders, as applicable.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/

prospectus is based on a number of preliminary estimates and assumptions. After the merger, the future results of

the combined company may differ, possibly materially, from the unaudited pro forma condensed combined

financial information presented in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined financial information contained in this joint proxy statement/

prospectus is presented for illustrative purposes only, is based on a variety of adjustments, assumptions and

preliminary estimates and may not be an indication of the financial position or results of operations of the combined

company following the merger for several reasons. Specifically, the unaudited pro forma condensed combined

financial information does not reflect the effect of any potential acquisitions, divestitures or restructurings that may

occur prior to or subsequent to the closing of the merger or integration costs in connection with any such

acquisitions. In addition, the unaudited pro forma condensed combined financial information has been prepared with

the assumption that Patrick will be identified as the acquirer under U.S. generally accepted accounting principles

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(which we refer to as “GAAP”) and reflects adjustments based upon preliminary estimates of the fair value of assets

to be acquired and liabilities to be assumed. For additional information, see “Unaudited Pro Forma Condensed

Combined Financial Information” beginning on page 172 of this joint proxy statement/prospectus. In addition, the

merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs

associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in

completing the merger or in connection with the post-merger integration process may significantly increase the

related costs and expenses incurred by the combined company. The actual financial position and results of

operations of the combined company following the merger may not be consistent with, or evident from, the

unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. In

addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information

included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors,

including the risk factors described in the sections titled “Risk Factors—Risks Relating to Patrick’s Business” and

“Risk Factors—Risks Relating to LCI’s Business” below. Any potential decline in the financial condition or results

of operations of the combined company may cause significant variations in the price of Patrick common stock. For

additional information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

The opinions of Patrick’s and LCI’s respective financial advisors do not reflect changes in circumstances

between the signing of the merger agreement and the closing of the merger.

Patrick and LCI have received opinions from their respective financial advisors in connection with the signing

of the merger agreement but have not obtained updated opinions from their respective financial advisors as of the

date of this joint proxy statement/prospectus. Changes in the operations and prospects of Patrick or LCI, general

market and economic conditions and other factors that may be beyond the control of Patrick or LCI, and on which

the opinions of Patrick’s and LCI’s financial advisors were based, may significantly alter the value of Patrick or LCI

or the prices of the shares of Patrick common stock or LCI common stock by the time the merger is completed. The

opinions do not speak as of the time the merger will be completed or as of any date other than the date of such

opinions. Because Patrick and LCI do not currently anticipate asking their respective financial advisors to update

their opinions, the opinions do not address the fairness of the exchange ratio from a financial point of view at the

time the merger is completed. The Patrick board’s recommendation that Patrick shareholders vote in favor of the

proposals on the agenda for the Patrick special meeting and the LCI board’s recommendation that LCI stockholders

vote in favor of the proposals on the agenda for the LCI special meeting, however, are made as of the date of this

joint proxy statement/prospectus. For a description of the opinions that Patrick and LCI received from their

respective financial advisors, see “The Merger—Opinions of Patrick’s Financial Advisors” and “The Merger—

Opinion of LCI’s Financial Advisor” beginning on pages 96 and 115, respectively, of this joint proxy statement/

prospectus. A copy of each of the opinions of J.P. Morgan Securities LLC and Robert W. Baird & Co. Incorporated,

financial advisors to Patrick, are attached as Annex D and Annex E, respectively, to this joint proxy statement/

prospectus, and a copy of the opinion of Perella Weinberg Partners LP, financial advisor to LCI, is attached as

Annex F to this joint proxy statement/prospectus, and each such opinion is incorporated by reference herein in its

entirety.

The forecasted financial information relating to Patrick and LCI prepared in connection with the merger is based

on various estimates and assumptions that may not be realized, which may adversely affect the market price of

the combined company common stock following the closing of the merger.

This joint proxy statement/prospectus includes certain financial information considered by Patrick and LCI in

connection with their respective businesses. The forecasted financial information prepared by Patrick or LCI was not

prepared with a view towards public disclosure or with a view toward compliance with the published guidelines of

the SEC or the guidelines established by the American Institute of Certified Public Accountants, or any other

regulatory or professional body for preparation or presentation of prospective financial information. The forecasted

financial information is inherently based on various estimates and assumptions that are subject to the judgment of

those preparing them. These forecasts are also subject to significant economic, competitive, industry and other

uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the

control of Patrick and LCI. Important factors that may affect the actual results of Patrick and LCI and cause the

forecasted financial information to not be achieved include risks and uncertainties relating to Patrick’s and LCI’s

respective businesses, industry performance, the regulatory environment, general business and economic conditions

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and other factors described in the section titled “Cautionary Statement Regarding Forward-Looking Statements”

beginning on page 51 of this joint proxy statement/prospectus. In view of these uncertainties, the inclusion of

forecasted financial information in this joint proxy statement/prospectus is not and should not be viewed as a

representation that the forecasted results will necessarily reflect actual future results.

The forecasted financial information has been prepared by, and is the responsibility of, Patrick management and

LCI management, as applicable. The independent registered public accounting firms of Patrick and LCI have not

audited, reviewed, examined, compiled or performed any procedures with respect to the accompanying forecasted

financial information and, accordingly, the independent registered public accounting firms of Patrick and LCI do not

express an opinion or any other form of assurance with respect thereto or its achievability, and assume no

responsibility for, and disclaim any association with, the forecasted financial information. The reports of the

independent registered public accounting firms of Patrick and LCI incorporated by reference herein relate to the

respective company’s previously issued financial statements. They do not extend to the forecasted financial

information and should not be read to do so. In addition, the forecasted financial information reflects estimates and

assumptions based on the experience of Patrick and LCI management as of the date on which they were made,

which are subject to change and do not reflect revised prospects for Patrick’s and LCI’s respective businesses,

changes in general business or economic conditions or any other transaction or event that has occurred or that may

occur and that was not anticipated at the time the forecasted financial information was prepared. Furthermore, any

forward-looking statement speaks only as of the date on which it is made, and neither Patrick nor LCI undertakes

any obligation, other than as required by applicable law, to update the forecasted financial information to reflect

events or circumstances after the dates as of which the forecasted financial information were prepared or to reflect

the occurrence of anticipated or unanticipated events or circumstances. In addition, since such forecasted financial

information covers multiple years, and the underlying information by its nature becomes less predictive with each

successive year, there can be no assurance that Patrick’s, LCI’s or the combined company’s financial condition or

results of operations will be consistent with those set forth in such forecasted financial information.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees at

either Patrick or LCI, which could adversely affect the future business and operations of the combined company

following the merger.

Each of Patrick and LCI depends on the experience and industry knowledge of its management personnel and

other key employees to execute its business plans. The success of the combined company after the merger will

depend in part on its ability to retain or attract key management personnel and other key employees. During the

pendency or following the closing of the merger, Patrick’s and LCI’s respective current and prospective employees

may experience uncertainty or have concerns regarding their roles within the combined company, the timing and

closing of the merger or the operations of the combined company, any of which may have an adverse effect on

Patrick’s and LCI’s ability to retain, attract or motivate key management and other key personnel. If Patrick and LCI

are unable to retain or motivate personnel, including key management personnel, who are critical to the future

operations of the combined company, then Patrick, LCI or the combined company could face disruptions in their

respective operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated

additional recruitment, training and retention costs. In addition, the loss of key Patrick or LCI personnel could

diminish the anticipated benefits of the merger. No assurance can be given that the combined company will be able

to retain or attract key management personnel and other key employees of Patrick or LCI to the same extent that

Patrick and LCI have previously been able to retain or attract their own employees.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners

and other business partners and may result in the modification or termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords, joint venture partners

and other business partners of Patrick or LCI may modify, terminate or scale back their current or prospective

business relationships with the combined company. Some customers may not wish to source a larger percentage of

their needs from a single company or may feel that the combined company is too closely allied with one of their

competitors. In addition, Patrick and LCI have contracts with customers, distributors, suppliers, vendors, landlords,

joint venture partners and other business partners that may require Patrick or LCI to obtain consents from these other

parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with

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customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners are adversely

affected by the merger, or if the combined company loses the benefits of the contracts of Patrick or LCI, the

combined company’s business and financial performance could suffer.

Consummation of the merger may trigger change-in-control or other provisions in certain agreements to which

Patrick or LCI is a party.

The consummation of the merger may trigger change-in-control or other provisions in certain agreements to

which Patrick or LCI or their respective subsidiaries are a party. If Patrick and LCI are unable to obtain the

counterparties’ consents or waivers of those provisions, the counterparties may exercise their rights and remedies

under the applicable agreements, including in some instances potentially terminating the agreements or seeking

monetary damages. Even if Patrick and LCI are able to negotiate waivers, the counterparties may require a fee for

such waivers or seek to renegotiate the agreements on terms less favorable to the combined company.

In addition, in connection with the merger, Patrick and LCI have agreed that the merger will constitute a

“change in control,” or term of similar import, under certain LCI compensation and benefit arrangements, which

may result in additional payments and benefits to directors and executive officers, as further described in more detail

in the section titled “The Merger—Interests of LCI Directors and Executive Officers in the Merger” beginning on

page 134 of this joint proxy statement/prospectus. The merger will not constitute a “change in control,” or term of

similar import, under Patrick compensation and benefit arrangements.

The merger is subject to the receipt of governmental and regulatory approvals, and governmental authorities

could delay or prevent completion of the merger or require Patrick and LCI to accept conditions that could

adversely affect the combined company.

Patrick and LCI are required to obtain the approvals of certain regulatory agencies before completing the

merger, as detailed in the section titled “The Merger Agreement—Efforts to Complete the Merger.” Patrick and LCI

cannot provide assurance that these approvals will be obtained on a timely basis, on acceptable terms, or at all.

Reviewing governmental authorities may request additional information, including by issuing a second request

under the HSR Act, which the parties are required to certify substantial compliance with no later than six months

after the request date, and responding could be costly and could substantially delay completion of the merger.

Governmental authorities may also seek to block, prohibit, or restrict the merger through litigation or administrative

proceedings, which Patrick and LCI are required to oppose using reasonable best efforts, subject to the limitations in

the merger agreement.

To resolve regulatory objections, Patrick and LCI may be required to accept divestitures, hold-separate

arrangements, consent decrees, or other structural or behavioral remedies affecting their businesses. Neither party is

required to accept a remedy that would constitute a “Burdensome Condition,” which generally means a remedy

affecting operations, assets, or businesses that generated more than 7% of the parties’ combined revenue in fiscal

year 2025, or that relates to certain businesses identified in the parties’ confidential disclosure letters. Accordingly,

Patrick and LCI may be required to accept remedies that are substantial but fall short of that threshold, which could

impose additional costs, reduce revenues, or otherwise diminish the anticipated benefits of the merger, and the

combined company's businesses and operations could differ materially from those contemplated when the merger

agreement was signed.

The merger must close by March 30, 2027, subject to automatic extension to June 30, 2027, and then September

30, 2027, if regulatory approvals remain outstanding but all other closing conditions are satisfied. If the required

approvals are not obtained by the applicable date, either party may terminate the merger agreement, and the merger

may not be completed even if Patrick's and LCI's shareholders have approved the merger-related proposals.

In addition, closing of the merger is conditioned on the approval by the Nasdaq of the listing of the shares of

Patrick common stock to be issued in the merger, subject to official notice of issuance. Although Patrick has agreed

to take all actions reasonably necessary to obtain the requisite stock exchange approval, there can be no assurance

that such approval will be obtained.

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Patrick or LCI may waive one or more of the closing conditions without re-soliciting shareholder or stockholder

approval, as applicable.

Patrick or LCI may determine to waive, in whole or in part, one or more of the conditions to closing the merger

prior to Patrick or LCI, as the case may be, being obligated to complete the merger. Each of Patrick and LCI

currently expects to evaluate the materiality of any waiver and its effect on its respective shareholders and

stockholders in light of the facts and circumstances at the time to determine whether any amendment of this joint

proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination

whether to waive any condition to the merger, to re-solicit shareholder or stockholder approval, as applicable, or to

amend or supplement this joint proxy statement/prospectus as a result of a waiver will be made by Patrick or LCI at

the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement subjects Patrick and LCI to restrictions on their respective business activities prior to the

first effective time of the merger.

The merger agreement restricts Patrick and LCI from entering into certain corporate transactions and taking

other specified actions without the consent of the other party, and generally requires each party to continue its

operations in the ordinary course, until the closing of the merger. These restrictions could be in place for an

extended period of time if the closing of the merger is delayed and, if the other party’s consent is not received, could

prevent Patrick or LCI from pursuing attractive business opportunities that may arise prior to the closing of the

merger. For a description of the restrictive covenants to which Patrick and LCI are subject, see “The Merger

Agreement—Covenants and Agreements—Conduct of Business Prior to Closing” beginning on page 151 of this

joint proxy statement/prospectus.

Patrick and LCI will incur significant costs in connection with the merger, which may be in excess of those

anticipated by Patrick or LCI.

Each of Patrick and LCI has incurred and expects to continue to incur a number of non-recurring costs

associated with negotiating and completing the merger and combining the operations of the two companies. These

expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will

consist of transaction costs related to the merger, including, among other things, fees paid to financial, legal and

accounting advisors, employee retention, severance and benefits costs, filing fees and potential debt restructuring

costs. Many of these costs will be borne by Patrick or LCI, as applicable, even if the merger is not completed.

Patrick and LCI also expect to incur transaction-related costs in connection with the formulation and

implementation of integration plans, including the costs of consolidating facilities and systems and other

employment-related costs. Patrick and LCI will continue to assess the magnitude of these costs. Additional

unanticipated costs may be incurred in connection with the merger and the integration of the two companies’

businesses. Although Patrick and LCI each expect that the elimination of duplicative costs, as well as the realization

of other efficiencies related to the integration of the businesses, should allow the benefits of combining the

businesses to offset the costs of integration over time, this net benefit may not be achieved in the near term, or at all.

For additional information, see “Risk Factors—Risks Relating to the Combined Company Following Consummation

of the Merger—The failure to integrate the businesses and operations of Patrick and LCI successfully in the

expected time frame may adversely affect the future results of the combined company” below.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse

effect on the financial condition, cash flows and operating results of the combined company following the closing of

the merger.

Litigation relating to the merger, if any, could result in an injunction preventing the closing of the merger and/or

substantial costs to Patrick and LCI.

Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition,

merger or other business combination agreements like the merger agreement. Even if such lawsuits are without

merit, defending against these claims can result in substantial costs and divert management time and resources. An

adverse judgment could result in monetary damages, which could have a negative impact on Patrick’s and LCI’s

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respective liquidity and financial conditions. Lawsuits that may be brought against Patrick, LCI or their respective

directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a

request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from

consummating the merger. One of the conditions to the consummation of the merger is the absence of any law or

judgment from a governmental authority that enjoins or otherwise prohibits the closing of the merger. Consequently,

if a plaintiff is successful in obtaining an injunction prohibiting the closing of the merger, that injunction may delay

or prevent the merger from being completed within the expected timeframe, or at all, which may adversely affect

Patrick’s and LCI’s respective businesses, financial conditions, cash flows or results of operations. In addition,

either Patrick or LCI may terminate the merger agreement if any legal restraint that enjoins or otherwise prohibits

closing of the merger has become final and non-appealable; provided that if the imposition of such legal restraint is

the proximate result of a breach of the merger agreement, then this termination right is not available to such

breaching party. There can be no assurance that any of the defendants would be successful in the outcome of any

potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the

merger is completed may adversely affect Patrick’s or LCI’s businesses, financial conditions, cash flows or results

of operations.

Risks Relating to the Combined Company Following Consummation of the Merger

If the merger is completed, the combined company may not perform as Patrick, LCI or the market expects and

may fail to realize the projected benefits and cost savings of the merger, which could adversely affect the value of

the Patrick common stock held by Patrick shareholders immediately prior to the merger or received by LCI

stockholders in connection with the merger.

The success of the combined company will depend, in part, on the ability of the combined company to realize

the anticipated benefits and cost savings from combining Patrick’s and LCI’s respective businesses, including

operational and other synergies that Patrick and LCI believe the combined company will be able to achieve. The

anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than

expected or could have other adverse effects that Patrick and LCI do not currently foresee. Risks that may be

associated with the combined company include, among others, the risks related to market fluctuations, failure of

integration, unforeseen liabilities, employee and customer retention and increased indebtedness described in this

section.

The market price of the combined company’s common stock will continue to fluctuate after the merger.

Upon the closing of the merger, LCI stockholders who receive merger consideration will become holders of

shares of common stock of the combined company (which we refer to as “combined company common stock”). The

market price of combined company common stock may fluctuate significantly following the closing of the merger

and holders of combined company common stock could lose some or all of the value of their investment. In

addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they

continue to occur, could have a material adverse effect on the market for, or liquidity of, combined company

common stock, regardless of the combined company’s actual operating performance.

The market price of combined company common stock after the closing of the merger may be affected by factors

different from those that historically have affected or currently affect Patrick common stock or LCI common

stock.

Upon the closing of the merger, LCI stockholders who receive the merger consideration will become holders of

Patrick common stock. The combined company’s financial position after the closing of the merger may differ from

Patrick’s financial position before the closing of the merger, and the results of operations or cash flows of the

combined company after the closing of the merger may be affected by factors different from those currently

affecting the financial position or results of operations or cash flows of Patrick and LCI, respectively. Accordingly,

the market price and performance of the combined company common stock after the closing of the merger likely

will be different from the performance of Patrick common stock or LCI common stock in the absence of the merger.

In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity

of, the combined company common stock, regardless of its actual operating performance. For a discussion of the

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businesses of Patrick and LCI and of some important factors to consider in connection with those businesses, see

“Risk Factors—Risks Relating to Patrick’s Business” and “Risk Factors—Risks Relating to LCI’s Business” below.

The failure to integrate the businesses and operations of Patrick and LCI successfully in the expected time frame

may adversely affect the future results of the combined company.

Patrick and LCI have operated and, until the closing of the merger, will continue to operate independently.

Following the closing of the merger, their respective businesses may not be integrated successfully. It is possible

that the integration process could result in the loss of key Patrick employees or key LCI employees, the loss of

customers, suppliers, service providers, vendors or other business counterparties, the disruption of either company’s

or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential

unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with and following the

closing of the merger or higher-than-expected integration costs and an overall post-closing integration process that

takes longer than originally anticipated. Specifically, the following challenges, among others, must be addressed in

integrating the operations of Patrick and LCI in order to realize the anticipated benefits of the merger:

•combining the companies’ operations and corporate functions and the resulting difficulties associated with

managing a larger, more diversified business;

•combining the businesses of Patrick and LCI in a manner that permits the combined company to achieve

the cost savings and operating synergies anticipated to result from the merger;

•avoiding delays in connection with the merger or the integration process;

•integrating personnel from the two companies and minimizing the loss of key employees;

•identifying and eliminating redundant functions and assets;

•harmonizing the companies’ operating practices, employee development, benefits and compensation

programs, internal controls, compliance and other policies, procedures and processes;

•maintaining existing agreements with customers, suppliers, vendors and other business counterparties and

avoiding delays in entering into new agreements with prospective customers, suppliers, vendors and other

business counterparties;

•coordinating geographically separate organizations;

•addressing possible differences in business backgrounds, corporate cultures and management philosophies;

and

•consolidating the companies’ operating, administrative and information technology infrastructure and

financial systems.

Many of these factors will be outside of the control of Patrick and LCI, and any one of them could result in

delays, increased costs, decreases in the amount of expected revenues and other adverse impacts, which could

materially affect the combined company’s financial position, results of operations and cash flows. If the combined

company is unable to achieve the anticipated benefits of the merger within the anticipated time frame, or at all, the

anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, may not

be realized fully or at all, or may take longer to realize than expected, and the value of the combined company’s

common stock may decline.

In addition, at times, the attention of certain members of either company’s or both companies’ management and

other resources may be focused on the closing of the merger and the integration of the two businesses and as such

diverted from day-to-day business operations or other opportunities that may be beneficial to either company, which

may disrupt either company’s ongoing operations and the operations of the combined company.

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The indebtedness of the combined company following consummation of the merger will be substantially greater

than Patrick’s indebtedness on a standalone basis or LCI’s indebtedness on a standalone basis, in each case,

existing prior to the consummation of the merger. The indebtedness of the combined company could adversely

affect its business flexibility.

As of June 28, 2026, Patrick had approximately $1.4 billion of outstanding indebtedness, consisting primarily of

amounts outstanding under Patrick’s outstanding senior notes (which we refer to as the “Patrick notes”) and its

revolving credit and term loan facilities. As of June 30, 2026, LCI had approximately $853 million of outstanding

indebtedness, consisting primarily of amounts outstanding under the 2030 Notes and the LCI term loan.

The combined company’s substantial indebtedness may reduce its flexibility to respond to changing business

and economic conditions, and could have adverse effects on its financial condition, cash flows or results of

operations, including by:

•imposing additional cash requirements on the combined company in order to support interest payments,

which would reduce the amount available to fund its operations and other business activities;

•increasing the combined company’s borrowing costs and the risk of default on debt obligations of the

combined company;

•increasing the vulnerability of the combined company to adverse changes in general economic and industry

conditions, economic downturns and adverse developments in its business;

•limiting the ability of the combined company to sell assets, engage in strategic transactions, declare and pay

dividends or obtain additional financing for working capital, capital expenditures, acquisitions, general

corporate and other purposes;

•limiting the flexibility of the combined company in planning for or reacting to changes in its business and

the industry in which it operates;

•increasing the exposure of the combined company to a rise in interest rates, which would generate greater

interest expense to the extent the combined company does not have applicable interest rate fluctuation

hedges; and

•reducing funds available to engage in investments in product development, capital expenditures, dividend

payments, share repurchases and other activities, thereby creating competitive disadvantages for the

combined company relative to other companies with lower debt levels.

Pursuant to the terms of the merger agreement, the LCI credit facility will be paid off and terminated

substantially concurrently with the closing of the merger. In addition, LCI’s 2030 Notes are expected to remain

issued and outstanding following the closing but will become convertible into shares of Patrick common stock, and

the merger agreement requires that Patrick and LCI use their reasonable best efforts to obtain the consent of the

relevant dealer or other counterparties to supplement, amend or modify the terms of the related call options and

warrants to reflect the transactions contemplated by the merger agreement, and such consents may not be obtained

on favorable terms or at all. Failure to obtain such consents could result in economic inefficiencies in the combined

company’s capital structure or require the expenditure of additional resources to resolve such issues, which could

adversely affect the combined company’s results of operations or financial condition.

Patrick’s ability to arrange additional financing or refinancing of this existing debt will depend on, among other

factors, its financial condition and performance, as well as prevailing market conditions and other factors beyond its

control. There can be no assurance that the combined company will be able to obtain additional financing or

refinance existing debt on favorable terms or at all, including in connection with any change of control offer.

For more information, see “The Merger—Treatment of LCI Indebtedness” beginning on page 141 of this joint

proxy statement/prospectus.

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Declaration, payment and amounts of dividends, if any, distributed to the combined company shareholders will be

uncertain.

Although each of Patrick and LCI has paid cash dividends on its respective shares of common stock in the past,

the combined company board may determine not to declare dividends in the future or may reduce the amount of

dividends paid in the future. Decisions on whether, when and in which amounts to declare and pay any future

dividends will remain in the discretion of the full combined company board (as constituted following the merger).

Any dividend payment amounts will be determined by the combined company board on a quarterly basis, and it is

possible that the combined company board may increase or decrease the amount of dividends paid in the future, or

determine not to declare dividends in the future, at any time and for any reason. Patrick and LCI expect that any

such decisions will depend on the combined company’s financial condition, results of operations, cash balances,

cash requirements, future prospects, the outlook for commodity prices and other considerations that the combined

company board deems relevant, including, but not limited to: whether the combined company has enough cash to

pay such dividends due to its cash requirements, capital spending plans, cash flows or financial position; the

combined company’s desire to maintain or improve the credit ratings on its debt; and applicable restrictions under

Indiana law. Patrick shareholders and LCI stockholders should be aware that they have no contractual or other legal

right to dividends that have not been declared. For additional information, see “Comparative Per Share Market

Price and Dividend Information” beginning on page 36 of this joint proxy statement/prospectus.

The combined company may record goodwill and other intangible assets that could become impaired and result

in material non-cash charges to the results of operations of the combined company in the future.

In accordance with ASC 805 (as defined below), the merger will be accounted for as an acquisition by Patrick

pursuant to the acquisition method of accounting for business combinations. Under the acquisition method of

accounting, Patrick will record the net tangible and identifiable intangible assets and liabilities of LCI and its

subsidiaries as of the closing of the merger, at their respective fair values. The reported financial condition and

results of operations of the combined company for periods after the closing of the merger will reflect LCI balances

and results after the closing of the merger but will not be restated retroactively to reflect the historical financial

position or results of operations of LCI and its subsidiaries for periods prior to the merger. For additional

information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 172 of

this joint proxy statement/prospectus.

Under the acquisition method of accounting, the total purchase price will be allocated to LCI’s tangible assets

and liabilities and identifiable intangible assets based on their fair values as of the date of the closing of the merger,

with any excess purchase price allocated to goodwill. To the extent the value of goodwill or intangibles, if any,

becomes impaired in the future, the combined company may be required to recognize material non-cash charges

relating to such impairment. The combined company’s operating results may be significantly impacted from both the

impairment and the underlying trends in the business that triggered the impairment.

Shares of Patrick common stock received by LCI stockholders as a result of the merger will have different rights

from shares of LCI common stock.

Upon the closing of the merger, LCI stockholders will no longer be stockholders of LCI, and LCI stockholders

who receive merger consideration will become holders of the combined company common stock. There will be

important differences between the current rights of LCI stockholders and the rights to which such stockholders will

be entitled as shareholders of the combined company. For a discussion of the different rights associated with shares

of Patrick common stock, see “Comparison of Shareholders’ / Stockholders’ Rights” beginning on page 192 of this

joint proxy statement/prospectus.

The market price of combined company common stock may decline in the future as a result of the sale of shares

of combined company common stock held by former LCI stockholders or current Patrick shareholders.

Based on the number of shares of LCI common stock outstanding as of [              ], 2026, Patrick anticipates

issuing up to approximately [              ] shares of Patrick common stock pursuant to the merger agreement.

Following their receipt of shares of Patrick common stock as merger consideration in the merger, former LCI

stockholders may seek to sell the shares of combined company common stock delivered to them, and the merger

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agreement contains no restriction on the ability of former LCI stockholders to sell such shares following the closing

of the merger. Other Patrick shareholders may also seek to sell shares of combined company common stock held by

them following the closing of the merger. These sales (or the perception that these sales may occur), coupled with

the increase in the outstanding number of shares of Patrick common stock, may affect the market for, and the market

price of, combined company common stock in an adverse manner.

Risks Relating to Patrick’s Business

In addition to the risk factors described above relating to the combined company, you should read and consider

risk factors specific to Patrick’s business that will also affect the combined company. These risks are described in

Part I, Item 1A of Patrick’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other

documents that are incorporated by reference herein. For the location of information incorporated by reference in

this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 208 of this

joint proxy statement/prospectus.

Risks Relating to LCI’s Business

In addition to the risk factors described above relating to the combined company, you should read and consider

risk factors specific to LCI’s businesses that will also affect the combined company. These risks are described in

Part I, Item 1A of LCI’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other

documents that are incorporated by reference herein. For the location of information incorporated by reference in

this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 208 of this

joint proxy statement/prospectus.

Risks Relating to Tax Matters

You should read the discussion under the section titled “Material U.S. Federal Income Tax Consequences of the

Merger” for a further discussion of U.S. federal income tax considerations relating to the merger.

The parties intend that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the

Code. It is a condition to LCI’s obligation to complete the merger that LCI receive an opinion from Kirkland & Ellis

LLP (or other tax counsel), dated as of the closing date, to the effect that the first merger and the second merger,

taken together, will be treated as a single integrated transaction that will qualify as a “reorganization” within the

meaning of Section 368(a) of the Code.

Assuming, as the parties intend, that the merger is treated as a “reorganization” for U.S. federal income tax

purposes, a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences of the Merger”) will not

recognize any gain or loss for U.S. federal income tax purposes on the exchange of their LCI common stock for

Patrick common stock in the first merger, except for any gain or loss that may result from the receipt of cash instead

of a fractional share of Patrick common stock as described in “Material U.S. Federal Income Tax Consequences of

the Merger.”

Notwithstanding the above, no assurance can be given that the Internal Revenue Service will not assert, or that a

court would not sustain, that the merger does not qualify as a reorganization within the meaning of Section 368(a) of

the Code. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code,

a U.S. holder of LCI common stock generally would recognize gain or loss for U.S. federal income tax purposes

upon the exchange of LCI common stock for Patrick common stock in the merger.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information in this joint proxy statement/prospectus, other than statements of historical facts, may constitute

forward-looking statements, for the purpose of the safe harbor provided by Section 21E of the Securities Exchange

Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks

and uncertainties. These statements include, but are not limited to, statements about the benefits of the proposed

transaction between LCI and Patrick, including future financial and operating results (including the anticipated

impact of the transaction on LCI’s and Patrick’s respective earnings), statements related to the expected timing of

the completion of the transaction, the combined company’s plans, objectives, expectations and intentions, and other

statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,”

“will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,”

“outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology, but

not all forward-looking statements include such identifying terminology.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual

results, performance or achievements of LCI or Patrick to differ materially from any results expressed or implied by

such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any

revenue synergies from the transaction may not be fully realized or may take longer than anticipated to be realized,

(2) disruption to each party’s business as a result of the announcement and pendency of the transaction, (3) the risk

that the integration of each party’s operations will be materially delayed or will be more costly or difficult than

expected or that the parties are otherwise unable to successfully integrate as a result of unexpected factors or events,

(4) the failure to obtain the necessary approvals by the stockholders of LCI or Patrick, (5) the ability by each of LCI

and Patrick to obtain required governmental approvals of the transaction on the timeline expected, or at all, and the

risk that such approvals may result in the imposition of conditions that could adversely affect the combined

company or the expected benefits of the transaction, (6) reputational risk and the reaction of each party’s customers,

suppliers, employees or other business partners to the transaction, (7) the failure of the closing conditions in the

merger agreement to be satisfied, or any unexpected delay in closing the transaction or the occurrence of any event,

change or other circumstances that could give rise to the termination of the merger agreement, (8) the possibility that

the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or

events, (9) risks related to management and oversight of the expanded business and operations of the combined

company due to the increased size and complexity, (10) the possibility of increased scrutiny by, and/or additional

regulatory requirements of, governmental authorities as a result of the transaction or the size, scope and complexity

of the combined company’s business operations, (11) the outcome of any legal or regulatory proceedings that may

be currently pending or later instituted against LCI, Patrick or the combined company before or after the transaction,

and (12) general competitive, economic, political and market conditions and other factors that may affect future

results of LCI and Patrick. Additional factors which could affect future results of LCI and Patrick can be found in

LCI’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on

February 26, 2026, under the captions “Special Note Regarding Forward-Looking Statements” and “Risk Factors”

and LCI’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and Patrick’s Annual Report on

Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 19, 2026, under the

captions “Information Concerning Forward-Looking Statements” and “Risk Factors” and Patrick’s Quarterly

Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SEC and available on the

SEC’s website at http://www.sec.gov. LCI and Patrick disclaim any obligation and do not intend to update or revise

any forward-looking statements contained in this joint proxy statement/prospectus, which speak only as of the date

hereof, whether as a result of new information, future events or otherwise, except as required by federal securities

laws.

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INFORMATION ABOUT THE COMPANIES

Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Phone: (574) 294-7511

Patrick is a leading component solutions provider serving original equipment manufacturers and aftermarket

customers in the Recreational Vehicle (“RV”), Marine, Powersports and Housing markets. Since 1959, Patrick has

empowered manufacturers and outdoor enthusiasts to achieve next-level recreation experiences. Patrick’s customer-

focused approach brings together design, manufacturing, distribution, and transportation in a full solutions model

that defines it as a trusted partner. Patrick is home to more than 85 leading brands, all united by a commitment to

quality, customer service, and innovation. Headquartered in Elkhart, IN, Patrick employs approximately 10,000

skilled team members throughout the United States. For the fiscal year ended December 31, 2025, Patrick had

consolidated net sales of $3,951 million. Patrick’s 2025 operating income was $276 million and net income was

$135 million.

Patrick is a Indiana corporation, and its common stock is listed on the Nasdaq, trading under the symbol

“PATK.”

For additional information about Patrick and its subsidiaries, see the documents incorporated by reference in

this joint proxy statement/prospectus in the section titled “Where You Can Find More Information” beginning on

page 208 of this joint proxy statement/prospectus.

LCI Industries

3501 County Road 6 East

Elkhart, Indiana 46514

Phone: (574) 535-1125

LCI Industries, through its wholly owned subsidiary Lippert Components, Inc. and its subsidiaries, is a global

leader in supplying engineered components to the outdoor recreation, transportation, marine and housing industries.

In addition to serving original equipment manufacturers, LCI also caters to aftermarket needs, selling through retail

dealers, wholesale distributors and service centers, as well as direct-to-consumer sales through online platforms. As

of June 30, 2026, LCI operated over 100 manufacturing facilities located throughout North America and Europe. For

the fiscal year ended December 31, 2025, LCI had consolidated net sales of $4,122 million. LCI’s 2025 operating

profit was $279.9 million and net income was $188.3 million.

LCI Industries is a Delaware corporation, and LCI common stock is listed on the NYSE under the symbol

“LCII.”

For additional information about LCI Industries and its subsidiaries, see the documents incorporated by

reference in this joint proxy statement/prospectus in the section titled “Where You Can Find More Information”

beginning on page 208 of this joint proxy statement/prospectus.

Planet First Merger Sub Inc.

c/o Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

First Merger Sub is a direct wholly owned subsidiary of Patrick. Upon the completion of the first merger, First

Merger Sub will cease to exist. First Merger Sub was incorporated in Delaware on June 29, 2026 for the sole

purpose of effecting the merger.

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Planet Second Merger Sub LLC

c/o Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Second Merger Sub is a direct wholly owned subsidiary of Patrick. Upon the completion of the second merger,

Second Merger Sub will survive as a direct wholly owned subsidiary of Patrick. Second Merger Sub was formed in

Indiana on June 29, 2026 for the sole purpose of effecting the merger.

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SPECIAL MEETING OF PATRICK SHAREHOLDERS

Date, Time and Place

The Patrick special meeting will be held virtually via live webcast on [              ], 2026, at [              ], Eastern

Time. Because the Patrick special meeting is completely virtual and being conducted via live webcast, Patrick

shareholders will not be able to attend the Patrick special meeting in person. To enter the Patrick special meeting,

shareholders, or their proxyholder, may participate, vote, and ask questions at the Patrick special meeting by visiting

[              ] and using the control number found on their proxy card or instruction form. Patrick intends to mail this

joint proxy statement/prospectus and the enclosed form of proxy to its shareholders entitled to vote (in person

virtually or by proxy) at the Patrick special meeting on or about [              ], 2026.

Purpose of the Patrick Special Meeting

The purpose of the Patrick special meeting is to consider and vote on the following proposals:

•the Patrick share issuance proposal;

•the Patrick authorized stock increase proposal;

•the Patrick articles amendment and restatement proposal; and

•the Patrick adjournment proposal.

Patrick will transact no other business at the Patrick special meeting.

Recommendation of the Patrick Board of Directors

The Patrick board unanimously recommends that Patrick shareholders vote:

•“FOR” the Patrick share issuance proposal;

•“FOR” the Patrick authorized stock increase proposal;

•“FOR” the Patrick articles amendment and restatement proposal; and

•“FOR” the Patrick adjournment proposal.

For additional information on the recommendation of the Patrick board, see the section titled “The Merger—

Recommendation of the Patrick Board of Directors and Reasons for the Merger.”

Record Date and Outstanding Shares of Patrick Common Stock

Only holders of record of shares of Patrick common stock as of the close of business on [             ], 2026, the

record date for the Patrick special meeting, are entitled to notice of, and to vote at, the Patrick special meeting or any

adjournment or postponement of the Patrick special meeting.

As of the close of business on the record date, there were [              ] shares of Patrick common stock issued and

outstanding and entitled to vote at the Patrick special meeting. Patrick shareholders may cast one vote for each share

of Patrick common stock held by them as of the close of business on the record date.

A list of Patrick shareholders of record entitled to vote at the Patrick special meeting will be available for

inspection by Patrick shareholders of record or their agent authorized in writing at Patrick’s principal place of

business, which is located at 107 W. Franklin Street, Elkhart, Indiana 46516, during ordinary business hours for a

period of no less than five business days before the Patrick special meeting and available online during the meeting.

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Vote of Patrick’s Directors and Executive Officers

As of [              ], 2026, Patrick directors and executive officers, and their affiliates, as a group, owned and were

entitled to vote [              ] shares of Patrick common stock, or approximately [ ]% of the total outstanding shares of

Patrick common stock as of [              ], 2026.

Patrick currently expects that all of its directors and executive officers will vote their shares “FOR” each of the

Patrick proposals.

Quorum; Abstentions, Failure to Vote and Broker Non-Votes

In order for business to be conducted at the Patrick special meeting, a quorum must be present. A quorum at the

Patrick special meeting requires the presence in person (by participation at the virtual meeting) or by proxy of the

holders of a majority of the shares of Patrick common stock entitled to vote. Shares that are represented at the

Patrick special meeting but abstain from voting or withhold their votes on any or all matters will be counted as

shares present and entitled to vote in determining the presence of a quorum. If a quorum is not present at the time the

Patrick special meeting is convened, Patrick may adjourn or postpone the Patrick special meeting until such time

that a quorum is present. Once a share of Patrick common stock is represented for any purpose at the Patrick special

meeting, it is deemed present for quorum purposes for the remainder of the Patrick special meeting and for any

adjournment of the Patrick special meeting unless a new record date is or must be set for the adjourned meeting.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote

your shares in accordance with the voting recommendations of the Patrick board.

A “broker non-vote” occurs with respect to a particular proposal when a broker, bank or other nominee of

record that holds shares for a beneficial owner (a) does not receive any voting instructions from the beneficial owner

with respect to such shares, (b) does not have discretionary authority to vote on that particular proposal and (c) does

have discretionary authority to vote on, and returns a valid proxy with respect to, another proposal presented on the

same proxy.

Under applicable stock exchange rules, brokers, banks and other nominees do not have discretionary authority

to vote on any of the Patrick proposals and will not be able to vote on any of the Patrick proposals absent

instructions from the beneficial owner. Because none of the proposals currently scheduled to be voted on at the

Patrick special meeting are routine matters for which brokers may have discretionary authority to vote, Patrick does

not expect there to be any broker non-votes at the Patrick special meeting. Accordingly, a beneficial owner who fails

to provide voting instructions to its broker, bank, or other nominee will not be considered present at the Patrick

special meeting and whose shares (i) will not count toward the presence of a quorum, (ii) will have the same effect

as a vote “AGAINST” the Patrick authorized stock increase proposal and (iii) will have no effect on the outcome of

the vote on the Patrick share issuance proposal, the Patrick articles amendment and restatement proposal or the

Patrick adjournment proposal.

Required Vote

The votes required for each Patrick proposal are as follows:

•The Patrick share issuance proposal. The Patrick share issuance proposal requires approval by a majority

of the votes cast on the Patrick share issuance proposal at the Patrick special meeting, assuming a quorum is

present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of

the vote on the Patrick share issuance proposal.

•The Patrick authorized stock increase proposal. The Patrick authorized stock increase proposal requires

approval by a majority of the shares entitled to vote at the Patrick special meeting, assuming a quorum is

present. Abstentions, failures to vote and broker non-votes (if any) will have the same effect as a vote

“AGAINST” the Patrick authorized stock increase proposal.

•The Patrick articles amendment and restatement proposal. The Patrick articles amendment and restatement

proposal requires approval by a majority of the votes cast on the Patrick articles amendment and

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restatement proposal at the Patrick special meeting, assuming a quorum is present. Abstentions, failures to

vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Patrick articles

amendment and restatement proposal.

•The Patrick adjournment proposal. The Patrick adjournment proposal requires approval by a majority of

the votes cast on the Patrick adjournment proposal at the Patrick special meeting, assuming a quorum is

present. Abstentions, failures to vote, and broker non-votes (if any) will have no effect on the outcome of

the vote on the Patrick adjournment proposal.

The Patrick share issuance proposal, the Patrick authorized stock increase proposal, the Patrick articles

amendment and restatement proposal and the Patrick adjournment proposal are described in the sections titled

“Patrick Proposals—The Patrick Share Issuance Proposal,” “Patrick Proposals—The Patrick Authorized Stock

Increase Proposal,” “Patrick Proposals—The Patrick Articles Amendment and Restatement Proposal” and

“Patrick Proposals—The Patrick Adjournment Proposal,” respectively.

Methods of Voting

Shareholders of Record

Patrick shareholders of record as of the Patrick special meeting record date may vote in the following ways:

•By Internet. You may submit a proxy electronically on the internet by following the instructions provided

on the enclosed proxy card. Please have your proxy card in hand when you log onto the website. If you

submit your proxy to vote over the internet, you do not have to mail in a proxy card. If you choose to

submit your vote via proxy over the internet, you must do so prior to [              ], Eastern Time, on

[              ], 2026.

•By Telephone. You may submit a proxy by telephone by calling (from the U.S. and Canada) the toll-free

number listed on the enclosed proxy card. Please have your proxy card in hand when you call. If you

submit your proxy by telephone, you do not have to mail in a proxy card. If you choose to submit your vote

via proxy by telephone, you must do so prior to [              ], Eastern Time, on [              ], 2026. Patrick

shareholders voting by telephone should remember that the shareholder must bear costs associated with

electronic access, such as usage charges from telephone companies.

•By Mail. If you received a paper copy of the proxy materials by mail, you may indicate your vote by

completing, signing and dating your proxy card and returning it in the enclosed postage-paid reply

envelope. Patrick shareholders who vote this way should mail the proxy card early enough so that it is

received prior to the closing of the polls at the Patrick special meeting.

•At the Meeting. You may attend the Patrick special meeting virtually and vote electronically during the

meeting by visiting [              ] and entering the unique control number on the enclosed proxy card.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote

your shares in accordance with the voting recommendations of the Patrick board. We recommend that you promptly

submit your vote by proxy even if you currently plan to attend the Patrick special meeting. Voting in advance by

proxy does not preclude your opportunity to attend the special meeting and vote again via the special meeting

website.

Street Name Shareholders

If you hold your shares of Patrick common stock in “street name” through a broker, bank or other nominee, you

will receive a voting instruction form seeking instruction from you as to how your shares should be voted. Your

broker, bank or other nominee will vote your shares only if you provide specific instructions on how to vote by

following the instructions provided to you by your broker, bank or other nominee. Please check the voting

instruction form used by your broker, bank or other nominee.

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You may vote your shares held in “street name” electronically at the Patrick special meeting if you register in

advance to virtually attend the Patrick special meeting. To register to vote shares held in “street name,” you must

obtain a legal proxy from your broker, bank or other nominee and email proof of your legal proxy, along with your

name and mailing address, to Computershare at legalproxy@computershare.com using the subject “Legal Proxy.”

Computershare must receive your legal proxy no later than 5:00 p.m. Eastern Time on [              ], 2026. You will

receive a confirmation of your registration and a unique control number by email after Computershare receives your

registration materials.

If you hold shares in BOTH street name and as a stockholder of record, YOU MUST VOTE SEPARATELY

for each set of shares.

Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of Patrick common stock,

you may contact Patrick by writing to Joel D. Duthie – Executive Vice President, Chief Legal Officer and Secretary,

Patrick Industries, Inc., 107 W. Franklin Street, Elkhart, Indiana 46516.

Revocability of Proxies

If you are a shareholder of record of Patrick, you may revoke a previously submitted proxy at any time before

the polls close at the Patrick special meeting by:

•voting again by telephone or through the internet;

•requesting, completing and mailing in a new paper proxy card;

•giving written notice of revocation bearing a date later than the date of the proxy to Patrick’s Secretary,

which must be received before the Patrick special meeting, by mail at 107 W. Franklin Street, Elkhart,

Indiana 46516, Attention: Office of the Secretary; or

•attending the Patrick special meeting virtually and voting your shares electronically (merely attending the

Patrick special meeting will not revoke a prior submitted proxy).

Adjournments

If a quorum is not present at the Patrick special meeting, Patrick may adjourn the Patrick special meeting from

time to time until a quorum is obtained. If a quorum is present but there are not sufficient votes at the time of the

Patrick special meeting to approve the Patrick share issuance proposal or the Patrick authorized stock increase

proposal, then Patrick shareholders may be asked to vote on the Patrick adjournment proposal and thereby adjourn

the Patrick special meeting to a later time and place.

In addition, the merger agreement provides that if on a date that is two business days prior to the date the

Patrick special meeting is scheduled (the “Patrick Original Date”), (i) Patrick has not received proxies sufficient to

obtain approval by Patrick shareholders of the Patrick share issuance proposal or the Patrick authorized stock

increase proposal, whether or not a quorum is present, or (ii) it is necessary to ensure that any required supplement

or amendment to the joint proxy statement/prospectus is delivered to Patrick shareholders within a reasonable

amount of time in advance of the Patrick special meeting, Patrick may, or if LCI so requests, shall, postpone or

adjourn, or make one or more successive postponements or adjournments of, the Patrick special meeting, as long as

the Patrick special meeting is not postponed or adjourned more than 10 business days in connection with any one

postponement or adjournment or more than an aggregate of 20 business days from the Patrick Original Date, in each

case, excluding any adjournments or postponements required by applicable law or consented to in advance in

writing by LCI. The merger agreement further provides that in the event that LCI postpones or adjourns the LCI

special meeting in accordance with the merger agreement, Patrick may postpone or adjourn the Patrick special

meeting in order for the Patrick special meeting and the LCI special meeting to be scheduled on the same date.

At any subsequent reconvening of the Patrick special meeting at which a quorum is present, any business may

be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same

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manner as they would have been voted at the original convening of the Patrick special meeting, except for any

proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened

meeting.

Proxy Solicitation Costs

The enclosed proxy card is being solicited by Patrick and the Patrick board. Patrick bears all expenses incurred

in connection with the solicitation of the proxies. In addition to solicitation by mail, Patrick’s directors, officers and

employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically

compensated for conducting such solicitation.

Patrick will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial

owners of shares of Patrick common stock held of record by such nominee holders. Patrick will reimburse these

nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation

materials to the beneficial owners.

Patrick and LCI will bear equally the cost of filing, printing and mailing this joint proxy statement/prospectus.

No Appraisal Rights

Under Indiana law, Patrick shareholders are not entitled to appraisal rights in connection with the merger.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Patrick special

meeting, contact Patrick by writing to:

Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Attention: Office of the Secretary

irrequests@patrickind.com

PATRICK SHAREHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/

PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE PATRICK

PROPOSALS.

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PATRICK PROPOSALS

Proposal 1: The Patrick Share Issuance Proposal

Overview

This joint proxy statement/prospectus is being furnished to you as a shareholder of Patrick as part of the

solicitation of proxies by the Patrick board of directors for use at the Patrick special meeting to consider and vote

upon a proposal to approve the issuance of shares of Patrick common stock to LCI stockholders pursuant to the

merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Under Nasdaq rules, a company is required to obtain shareholder approval prior to the issuance of shares of

common stock if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in

excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common

stock. If the merger is completed pursuant to the merger agreement, Patrick expects to issue a number of shares of

Patrick common stock equal to approximately [              ]% of the number of shares of Patrick common stock

outstanding prior to the share issuance. In the event the Patrick share issuance proposal is not approved by Patrick

shareholders, the merger will not be completed.

Approval of the Patrick share issuance proposal is a condition to the completion of the merger. Additionally, the

completion of the merger is conditioned on the approval of the Patrick authorized stock increase proposal. If the

Patrick share issuance proposal is not approved, either Patrick or LCI may terminate the merger agreement.

Notwithstanding the outcome of the vote on this proposal, the Patrick board will not issue shares of Patrick common

stock to LCI stockholders pursuant to the merger agreement if the Patrick authorized stock increase proposal is not

approved by Patrick shareholders or if the merger agreement is terminated pursuant to its terms.

Vote Required for Approval

The Patrick share issuance proposal requires approval by a majority of the votes cast on the proposal at the

Patrick special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any)

will have no effect on the outcome of the vote on the Patrick share issuance proposal.

Recommendation of the Patrick Board

The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick share issuance

proposal.

Proposal 2: The Patrick Authorized Stock Increase Proposal

Overview

This joint proxy statement/prospectus is being furnished to you as a shareholder of Patrick as part of the

solicitation of proxies by the Patrick board of directors for use at the Patrick special meeting to consider and vote

upon a proposal to adopt and approve an amendment to Patrick’s articles of incorporation, as amended, to increase

the number of authorized shares of Patrick common stock. If adopted by the Patrick shareholders, the amendment

would become effective upon filing of an appropriate articles of amendment with the Secretary of State of the State

of Indiana. The proposed amendment would replace Article V of the Patrick articles of incorporation, as amended,

with the following language:

“Authorized Shares: The total number of shares which the Corporation shall have the authority to issue is Two

Hundred One Million (201,000,000), consisting of One Million (1,000,000) shares of Preferred Stock, without par

value, and Two Hundred Million (200,000,000) shares of Common Stock, without par value.”

Approval of the Patrick authorized stock increase proposal is a condition to the completion of the merger and

the merger will not be completed unless the Patrick shareholders approve the Patrick authorized stock increase

proposal. If the Patrick authorized stock increase proposal is not approved, either Patrick or LCI may terminate the

merger agreement. Notwithstanding the outcome of the vote on this proposal, the Patrick board will not issue shares

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of Patrick common stock to LCI stockholders pursuant to the merger agreement if the Patrick share issuance

proposal is not approved by Patrick shareholders or if the merger agreement is terminated for any reason.

The vote on the Patrick authorized stock increase proposal is a vote separate and apart from the vote to approve

the Patrick share issuance proposal and the Patrick articles amendment and restatement proposal. Accordingly, a

Patrick shareholder may vote to approve the Patrick authorized stock increase proposal and vote not to approve the

Patrick share issuance proposal or the Patrick articles amendment and restatement proposal, and vice versa. The

increase in authorized shares of Patrick common stock is required to issue the shares of Patrick common stock that

comprise the merger consideration. The Patrick board also believes that the increased number of authorized shares

of Patrick common stock contemplated by the Patrick authorized stock increase proposal is important to the

combined company in order for additional shares to be available for issuance from time to time, without further

action or authorization by the Patrick shareholders (except as required by applicable law or applicable stock

exchange rules), for such corporate purposes as may be determined by the combined company board, including, but

not limited to, financings, potential strategic transactions, including mergers, acquisitions and business

combinations, grants under equity compensation plans, stock dividends, and stock splits, as well as other general

corporate purposes. The additional shares authorized would be a part of the existing class of Patrick common stock

and, if issued, would have the same rights and privileges as the shares of Patrick common stock presently issued and

outstanding.

Vote Required for Approval

The Patrick authorized stock increase proposal requires approval by the affirmative vote of holders of a majority

of the Patrick shares entitled to vote. Abstentions, failures to vote and broker non-votes (if any) will have the same

effect as a vote “AGAINST” the Patrick authorized stock increase proposal.

Recommendation of the Patrick Board

The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick authorized stock

increase proposal.

Proposal 3: The Patrick Articles Amendment and Restatement Proposal

Overview

This joint proxy statement/prospectus is being furnished to you as a shareholder of Patrick as part of the

solicitation of proxies by the Patrick board of directors for use at the Patrick special meeting to consider and vote

upon a proposal to adopt and approve the amendment and restatement of Patrick’s articles of incorporation as set

forth in Annex B to this joint proxy statement/prospectus. If the Patrick articles amendment and restatement

proposal is approved and the merger is completed, the amended and restated articles of incorporation will govern the

combined company. Patrick shareholders should read the form of amended and restated articles of incorporation in

its entirety.

The key amendments included in the form of amended and restated articles of incorporation are as follows:

•Name: Changes the name of the corporation from “Patrick Industries, Inc.” to “[              ]”; and

•Election of Directors: Changes the voting standard for the election of directors to be a “majority of the

votes cast” in an uncontested election of directors and be a “plurality of the votes cast” in a contested

election of directors (a contested election of directors would occur if the number of persons properly

nominated for election as directors at a meeting of shareholders exceeds the number of directors to be

elected at such meeting).

Pursuant to the terms of the merger agreement, prior to the closing of the merger, Patrick and LCI are required

to mutually agree upon a new corporate name for Patrick, and Patrick shall take all actions necessary to cause such

new name to become effective concurrently with the closing of the merger. Patrick and LCI have mutually agreed to

change the name of Patrick to “[              ].”

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Patrick believes the change to the voting standard required for the election of directors in contested elections is

necessary to adequately address the needs of the combined company and Patrick and LCI have mutually agreed to

the inclusion of this provision in the proposed amended and restated articles of incorporation.

If this proposal to adopt and approve the Patrick articles amendment and restatement is approved but the Patrick

share issuance proposal or the Patrick authorized stock increase proposal is not approved, or the merger agreement is

terminated for any reason, the Patrick board will abandon the amendments to Patrick’s articles of incorporation

included in this proposal without further action by Patrick shareholders.

In addition to the key amendments listed above, the proposed amended and restated articles of incorporation

include several ministerial and conforming changes to Patrick’s articles of incorporation in an effort to streamline

and modernize the articles of incorporation that will govern the combined company, as Patrick’s existing articles of

incorporation include numerous amendments over the past 50 years and span over 100 pages.

The above summary is qualified in its entirety by reference to the full text of the proposed amended and restated

articles of incorporation, a copy of which is set forth as Annex B. All Patrick shareholders are encouraged to read

the section titled “Comparison of Shareholders’ / Stockholders’ Rights” and the proposed amended and restated

articles of incorporation in their entirety for a more complete understanding of the proposed changes.

Vote Required for Approval

If either of the Patrick share issuance proposal or the Patrick authorized stock increase proposal is not approved,

the Patrick articles amendment and restatement proposal will not be presented at the special meeting. The Patrick

articles amendment and restatement proposal requires approval by a majority of the votes cast on the proposal at the

Patrick special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any)

will have no effect on the outcome of the vote on the Patrick articles amendment and restatement proposal.

Recommendation of the Patrick Board

The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick articles

amendment and restatement proposal.

Proposal 4: The Patrick Adjournment Proposal

Overview

The Patrick adjournment proposal, if adopted, will allow the Patrick board to adjourn the Patrick special

meeting, if necessary, to a later date or dates at the determination of the Patrick board, including (i) if there are

insufficient shares of Patrick common stock represented in person or by proxy to constitute a quorum, (ii) to solicit

additional proxies in favor of the Patrick share issuance proposal or the Patrick authorized stock increase proposal if

there are not sufficient votes at the time of the Patrick special meeting to approve the Patrick share issuance proposal

or the Patrick authorized stock increase proposal, (iii) to ensure that any supplement or amendment to this joint

proxy statement/prospectus is timely provided to Patrick shareholders or (iv) if required by Patrick under the terms

of the merger agreement or applicable law.

Patrick is asking its shareholders to authorize the holder of any proxy solicited by the Patrick board to vote in

favor of any adjournment to the Patrick special meeting (i) to solicit additional proxies if there are not sufficient

votes to approve the Patrick share issuance proposal or the Patrick authorized stock increase proposal, (ii) to ensure

that any supplement to this joint proxy statement/prospectus is timely provided to Patrick shareholders or (iii) if

required by Patrick under the terms of the merger agreement or applicable law.

Vote Required for Approval

The Patrick adjournment proposal requires approval by a majority of the votes cast on the proposal at the

Patrick special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any)

will have no effect on the outcome of the vote on the Patrick adjournment proposal.

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Recommendation of the Patrick Board

The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick adjournment

proposal.

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SPECIAL MEETING OF LCI STOCKHOLDERS

General

This joint proxy statement/prospectus is being provided to LCI stockholders as part of a solicitation of proxies

by the LCI board for use at the LCI special meeting and at any adjournments or postponements of such special

meeting. This joint proxy statement/prospectus provides LCI stockholders with information about the LCI special

meeting and should be read carefully in its entirety.

Date, Time and Place

The LCI special meeting will be held virtually on [              ], 2026, at [              ] a.m., Eastern Time. Because

the LCI special meeting is completely virtual and being conducted via live webcast, LCI stockholders will not be

able to attend the meeting in person. LCI stockholders will be able to attend the LCI special meeting online and vote

their shares electronically during the meeting by visiting [              ], which is the LCI special meeting website.

If you join the virtual LCI special meeting as an authenticated LCI stockholder by visiting the LCI special

meeting website, you will be able to attend and participate in the LCI special meeting, submit your questions during

the meeting and vote your shares online. In order to join the meeting as an authenticated stockholder and vote online

during the virtual meeting, you will need a valid control number. Your control number can be found on the proxy

card, voting instruction form, notice or email distributed to you.

Anyone may enter the LCI virtual meeting website as a “guest” and no control number will be required;

however, only authenticated LCI stockholders may submit their votes and/or questions during the meeting.

Help and technical support for accessing and participating in the virtual meeting will be available by following

the instructions on the LCI virtual meeting website. If you encounter any difficulties accessing the LCI special

meeting during the check-in or meeting time, please call the technical support number that will be posted on the LCI

virtual meeting website login page. Please give yourself sufficient time to log-in and ensure you can hear the

streaming audio before the meeting starts.

Purpose of the LCI Special Meeting

The purpose of the LCI special meeting is to consider and vote on:

•the LCI merger proposal;

•the LCI advisory compensation proposal; and

•the LCI adjournment proposal.

LCI will transact no other business at the LCI special meeting.

Recommendation of the LCI Board of Directors

The LCI board unanimously recommends that LCI stockholders vote:

•“FOR” the LCI merger proposal;

•“FOR” the LCI advisory compensation proposal; and

•“FOR” the LCI adjournment proposal.

For additional information on the recommendation of the LCI board, see the section titled “The Merger—

Recommendation of the LCI Board and Reasons for the Merger” beginning on page 109 of this joint proxy

statement/prospectus.

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Record Date, LCI Stockholders Entitled to Vote and Voting Rights

Only holders of record of shares of LCI common stock as of the close of business on [              ], 2026, the

record date for the LCI special meeting, are entitled to receive notice of, and to vote the shares of LCI common stock

that they held on the LCI record date at, the LCI special meeting and any postponement or adjournment of the LCI

special meeting.

As of the close of business on the LCI record date, there were [              ] shares of LCI common stock

outstanding and entitled to be voted at the LCI special meeting. Each share of LCI common stock entitles its holder

of record to one vote on each matter considered at the LCI special meeting.

A list of LCI stockholders of record entitled to vote at the LCI special meeting will be available for inspection

by LCI stockholders for any purpose germane to the LCI special meeting at LCI’s principal place of business, which

is located at 3501 County Road 6 East, Elkhart, Indiana 46514, during ordinary business hours for a period of no

less than ten days before the LCI special meeting.

Voting by LCI’s Directors and Executive Officers

As of the LCI record date, LCI’s directors and executive officers, and their affiliates, as a group, beneficially

owned and were entitled to vote [              ] shares of LCI common stock, or approximately [              ]% of the total

outstanding shares of LCI common stock as of the LCI record date.

LCI’s directors and executive officers have informed LCI that they intend to vote their shares “FOR” of each of

the LCI proposals, although none of them are obligated to do so.

Quorum

In order for business to be conducted at the LCI special meeting, a quorum must be present. A quorum at the

LCI special meeting requires the presence in person (by participation at the virtual meeting) or by proxy of the

holders of record of a majority of the shares of LCI common stock entitled to vote.

As of the LCI record date, [              ] shares of LCI common stock were outstanding and entitled to be voted at

the LCI special meeting; accordingly, the presence, in person (virtually) or by proxy, at the LCI special meeting of at

least [              ] shares of LCI common stock entitled to vote at the LCI special meeting is necessary to constitute a

quorum.

Required Vote; Treatment of Abstentions, Broker Non-Votes and Failures to Vote

LCI Merger Proposal

Vote required: The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock

entitled to vote on the LCI merger proposal is required to approve such proposal. Approval of the LCI merger

proposal is a condition to the completion of the first merger.

Effect of abstentions, broker non-votes and failures to vote: Abstentions, broker non-votes and failures by LCI

stockholders to vote on the LCI merger proposal will have the same effect as a vote “AGAINST” the LCI merger

proposal.

LCI Advisory Compensation Proposal

Vote required: The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock

which are present in person (virtually) or represented by proxy at the LCI special meeting and entitled to vote on the

LCI advisory compensation proposal is required to approve such proposal on an advisory basis. Approval of the LCI

advisory compensation proposal is not a condition to the completion of the first merger.

Effect of abstentions, broker non-votes and failures to vote: Abstentions will have the same effect as a vote

“AGAINST” the LCI advisory compensation proposal. Broker non-votes and failures by LCI stockholders to vote

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on the LCI advisory compensation proposal will have no effect on the outcome of the vote on the LCI advisory

compensation proposal.

LCI Adjournment Proposal

Vote required: The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock

which are present in person (virtually) or represented by proxy at the LCI special meeting and entitled to vote on the

LCI adjournment proposal is required to approve such proposal. Approval of the LCI adjournment proposal is not a

condition to the completion of the first merger.

Effect of abstentions, broker non-votes and failures to vote: Abstentions will have the same effect as a vote

“AGAINST” the LCI adjournment proposal. Broker non-votes and failures by LCI stockholders to vote on the LCI

adjournment proposal will have no effect on the outcome of the vote on the LCI adjournment proposal.

Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, either in person (virtually) or by proxy, but abstains

from voting. At the LCI special meeting, abstentions will be counted as present for purposes of determining whether

a quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the LCI merger proposal

and, assuming a quorum is present, no effect on the LCI advisory compensation proposal and the LCI adjournment

proposal.

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not

vote on a particular proposal because the nominee does not have discretionary voting power with respect to that

proposal and has not received voting instructions from the beneficial owner with respect to that proposal, but does

have discretionary voting power over other “routine” matters and submits votes for those matters. It is expected that

all proposals to be voted on at the LCI special meeting will be considered “non-routine” matters, and therefore,

brokers, banks and other nominees holding shares in “street name” will not have discretionary voting power with

respect to any of the proposals to be considered at the LCI special meeting. Accordingly, if a beneficial owner of

shares of LCI common stock held in “street name” does not give voting instructions to the broker, bank or other

nominee with respect to an LCI proposal, then those shares will not be counted as present and entitled to vote for

purposes of determining whether a quorum exists at the LCI special meeting.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly

returned and not revoked proxy, the proxy will be voted “FOR” the LCI merger proposal, “FOR” the LCI advisory

compensation proposal and “FOR” the LCI adjournment proposal.

Methods of Voting

Stockholders of Record

LCI stockholders of record may vote their shares electronically during the virtual LCI special meeting by

attending the meeting and following the voting instructions provided during the meeting or submit a proxy to have

their shares voted by internet, telephone or by mail. In particular, LCI stockholders of record may vote or submit a

proxy to have their shares voted by using one of the following methods:

•By Internet. You may submit a proxy electronically on the internet by visiting the website indicated on the

enclosed proxy card and following the instructions provided on the enclosed proxy card. Please have your

proxy card in hand when you log onto the website. If you submit your proxy to vote over the internet, you

do not have to mail in a proxy card. If you choose to submit your vote via proxy over the internet, you must

do so prior to 11:59 p.m., Eastern Time, on [              ], 2026.

•By Telephone. You may submit a proxy by telephone by calling (from the U.S. and Canada only) the toll-

free number listed on the enclosed proxy card and following the recorded instructions. Please have your

proxy card in hand when you call. If you submit your proxy by telephone, you do not have to mail in a

proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m.,

Eastern Time, on [              ], 2026.

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•By Mail. You may submit a proxy by completing, signing and dating the enclosed proxy card and returning

it by mail in the enclosed postage-paid reply envelope. The envelope requires no additional postage if

mailed in the United States.

If you intend to submit your proxy by mail, your completed proxy card must be received prior to the LCI special

meeting.

•Attending and Voting at the Meeting. If you join the virtual LCI special meeting as an authenticated LCI

stockholder by visiting the LCI special meeting website, you will be able to vote your shares online during

the meeting. In order to join the meeting as an authenticated stockholder and vote online during the virtual

meeting, you will need a valid control number, which can be found on the proxy card, voting instruction

form, notice or email distributed to you.

If you submit a proxy, the persons named as proxies will vote your shares in accordance with your instructions.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your

shares in accordance with the voting recommendations of the LCI board.

Your vote is very important. Whether or not you expect to attend the LCI special meeting, we encourage you to

complete, sign, date and return the enclosed proxy card, or vote via the internet or by telephone. This will ensure that

your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is

voted. If you attend the meeting and wish to vote via the online platform, you will be able to do so even if you have

previously submitted a proxy.

Street Name Stockholders

If your shares are held in street name (that is, in the name of a broker, bank or other nominee), you should

receive a voting instruction form seeking instruction from you as to how your shares should be voted. Your broker,

bank or other nominee will vote your shares only if you provide specific instructions on how to vote by following

the instructions provided to you by your broker, bank or other nominee. Please check the voting instruction form

used by your broker, bank or other nominee.

Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of

the following methods:

•By the Methods Listed on the Voting Instruction Form. Please refer to the voting instruction form or other

information forwarded by your broker, bank or other nominee to determine whether you may submit a

proxy by telephone or on the internet and follow the instructions provided by your broker, bank or other

nominee.

•Electronically at the Special Meeting. You may vote electronically at the LCI special meeting. To

participate in the virtual LCI special meeting, you will need the control number included in your voting

instruction form.

If your shares are held in street name and you wish to revoke a proxy, you should contact your broker, bank or

other nominee and follow its procedures for changing your voting instructions.

If you hold shares in BOTH street name and as a stockholder of record, YOU MUST VOTE

SEPARATELY for each set of shares.

Questions About Voting

If you have any questions about how to vote or submit a proxy, you may contact D.F. King & Co, Inc., LCI’s

proxy solicitor, by telephone at (800) 859-8509 (toll-free) or, for brokers and banks, (212) 448-4476 (collect) or by

email at LCII@dfking.com.

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Revocability of Proxies

If you are a stockholder of record of LCI, you may revoke a previously submitted proxy at any time before the

polls close at the LCI special meeting by:

•voting again by telephone or through the internet;

•requesting, completing and mailing in a new paper proxy card;

•giving written notice of revocation to LCI’s Corporate Secretary, which must be received before the LCI

special meeting, by mail to Corporate Secretary, 3501 County Road 6 East, Elkhart, Indiana 46514; or

•attending the LCI special meeting online and voting your shares electronically during the meeting (merely

attending the LCI special meeting will not revoke a prior submitted proxy).

If you are a street name stockholder, you must follow the instructions to revoke your proxy, if any, provided by

your broker, bank or other nominee.

Solicitation of Proxies; Proxy Solicitation Costs

LCI is providing these proxy materials in connection with the solicitation by the LCI board of proxies to be

voted at the LCI special meeting, and LCI will bear the cost of soliciting such proxies. LCI has engaged D.F. King

& Co, Inc. to assist with the solicitation of proxies in connection with the LCI special meeting for an estimated fee

of $25,000, plus reasonable and documented out-of-pocket expenses.

Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed

through brokers, banks and other nominees to the beneficial owners of shares of LCI common stock, in which case

these parties will be reimbursed by LCI for their reasonable out-of-pocket expenses. Proxies may also be solicited in

person or by telephone, electronic mail or other electronic medium by certain of LCI’s directors, officers and other

employees, without additional compensation. LCI stockholders may also be solicited by press releases issued by LCI

and/or Patrick, postings on LCI’s or Patrick’s websites and advertisements in periodicals.

LCI and Patrick will bear equally the cost of filing, printing and mailing this joint proxy statement/prospectus.

Adjournment

In accordance with the LCI bylaws, whether or not a quorum is present, the LCI special meeting may be

adjourned from time to time by the Chairperson of the LCI board, the Vice Chairperson of the LCI board, LCI’s

Chief Executive Officer (if also a member of the LCI board) or the chairperson of the LCI special meeting selected

by the LCI board, to reconvene at the same or some other place (if any), for the purpose of, among other things,

soliciting additional proxies. If the LCI special meeting is adjourned, LCI stockholders who have already submitted

their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the LCI

special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been

voted at the original convening of the LCI special meeting, except for any proxies that have been validly revoked or

withdrawn prior to the subsequent meeting.

The merger agreement provides that if on a date that is two business days prior to the date the LCI special

meeting is scheduled (the “LCI Original Date”), (i) LCI has not received proxies sufficient to obtain approval by

LCI stockholders of the LCI merger proposal, whether or not a quorum is present, or (ii) it is necessary to ensure

that any required supplement or amendment to the joint proxy statement/prospectus is delivered to LCI stockholders

within a reasonable amount of time in advance of the LCI special meeting, LCI may, or if Patrick so requests, shall,

postpone or adjourn, or make one or more successive postponements or adjournments of, the LCI special meeting, as

long as the LCI special meeting is not postponed or adjourned more than 10 business days in connection with any

one postponement or adjournment or more than an aggregate of 20 business days from the LCI Original Date, in

each case, excluding any adjournments or postponements required by applicable law or consented to in advance in

writing by Patrick. The merger agreement further provides that in the event that Patrick postpones or adjourns the

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Patrick special meeting in accordance with the merger agreement, LCI may postpone or adjourn the LCI special

meeting in order for the LCI special meeting and the Patrick special meeting to be scheduled on the same date.

No Appraisal Rights

Under Delaware law, LCI’s stockholders are not entitled to appraisal rights for their shares of LCI common

stock in connection with the first merger or to any similar rights of dissenters under Delaware law. For more

information, see the section titled “The Merger—No Appraisal Rights” beginning on page 143 of this joint proxy

statement/prospectus.

Assistance

If you need assistance in completing your proxy card, submitting your proxy or have questions regarding the

LCI special meeting, contact:

D.F. King & Co, Inc. 28 Liberty Street, Floor 53 New York, NY 10005 Call Toll-Free: (800) 859-8509 Banks and Brokers Call: (212) 448-4476 Email: LCII@dfking.com

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LCI PROPOSALS

The LCI Merger Proposal

Overview

If the merger is completed, at the first effective time, each share of LCI common stock issued and outstanding

immediately prior to the first effective time (other than shares of LCI common stock held by LCI, Patrick or any of

their respective subsidiaries immediately prior to the first effective time) will be converted into the right to receive

1.2440 shares of Patrick common stock, with cash to be paid in lieu of fractional shares of Patrick common stock

that LCI common stockholders would otherwise be entitled to receive in the first merger, as further described in the

sections titled “The Merger—Merger Consideration to LCI Stockholders” and “The Merger Agreement—

Consideration” beginning on page 89 and 143 of this joint proxy statement/prospectus.

The approval by LCI stockholders of the LCI merger proposal is required by Section 251 of the DGCL and is a

condition to the consummation of the first merger.

Vote Required for Approval

The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock entitled to vote

on the LCI merger proposal is required to approve such proposal. Abstentions, broker non-votes and failures by LCI

stockholders to vote on the LCI merger proposal will have the same effect as a vote “AGAINST” the LCI merger

proposal.

Recommendation of the LCI Board

The LCI board unanimously recommends a vote “FOR” the LCI merger proposal.

The LCI Advisory Compensation Proposal

Overview

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were

enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, LCI is required to provide its

stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be

paid or become payable to LCI’s named executive officers that is based on or otherwise relates to the merger, as

described in the section titled “The Merger—Interests of LCI Directors and Executive Officers in the Merger—

Quantification of Potential Payments and Benefits to LCI’s Named Executive Officers—Golden Parachute

Compensation.” Accordingly, LCI stockholders are being provided the opportunity to cast a non-binding, advisory

vote on such payments.

As a non-binding, advisory vote, the LCI advisory compensation proposal is not binding upon LCI or the LCI

board or Patrick or the Patrick board, and approval of the LCI advisory compensation proposal is not a condition to

the consummation of the merger and is a vote separate and apart from the LCI merger proposal. Accordingly, LCI

stockholders may vote to approve the LCI merger proposal and vote not to approve the LCI advisory compensation

proposal and vice versa. Because the merger-related executive compensation to be paid in connection with the

merger is based on the terms of the merger agreement as well as the contractual arrangements with LCI’s named

executive officers, such compensation will be payable, regardless of the outcome of this non-binding, advisory vote,

if the LCI merger proposal is approved (subject only to the contractual conditions set forth in the merger agreement

and such contractual arrangements with LCI’s named executive officers). However, LCI seeks the support of its

stockholders and believes that stockholder support is appropriate as its executive compensation programs are

designed to incentivize executives to successfully execute a transaction such as that contemplated by the merger

from its early stages until consummation. Accordingly, LCI stockholders are being asked to vote on the following

resolution:

RESOLVED, that the stockholders of LCI approve, on a non-binding, advisory basis, the compensation that

may be paid or become payable to the named executive officers of LCI that is based on or otherwise relates to the

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merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger—Interests of LCI

Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to LCI’s Named

Executive Officers—Golden Parachute Compensation” in the joint proxy statement/prospectus of Patrick and LCI

with respect to the special meeting of stockholders to be held on [              ], 2026.

Vote Required for Approval

The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock which are

present in person (virtually) or represented by proxy at the LCI special meeting and entitled to vote on the LCI

advisory compensation proposal is required to approve such proposal on an advisory basis. Abstentions will have the

same effect as a vote “AGAINST” the LCI advisory compensation proposal. Broker non-votes and failures by LCI

stockholders to vote on the LCI advisory compensation proposal will have no effect on the outcome of the vote on

the LCI advisory compensation proposal.

Recommendation of the LCI Board

The LCI board unanimously recommends a vote “FOR” the LCI advisory compensation proposal.

The LCI Adjournment Proposal

Overview

The LCI special meeting may be adjourned from time to time to another time or place, if necessary or

appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in

favor of the LCI merger proposal or to ensure that any supplement or amendment to this joint proxy statement/

prospectus is timely provided to LCI stockholders.

If, at the LCI special meeting, (i) there are insufficient shares of LCI common stock represented (either in

person (via the internet) or by proxy) to constitute a quorum necessary to conduct the business of such meeting,

(ii) additional time is required for the filing and mailing of any supplemental or amended disclosure which LCI has

determined is reasonably likely to be required under applicable law and for such supplemental or amended

disclosure to be disseminated and reviewed by LCI stockholders prior to the LCI special meeting, (iii) additional

time is needed to allow for solicitation of additional proxies, if and to the extent LCI reasonably believes the number

of shares of LCI common stock present or represented and voting in favor of the LCI merger proposal is insufficient

to approve such proposal or (iv) if required by law, LCI intends to move to adjourn the LCI special meeting. In that

event, LCI will ask LCI stockholders to vote upon the LCI adjournment proposal, but not the LCI merger proposal

or the LCI advisory compensation proposal.

In this proposal, LCI is asking LCI stockholders to authorize the respective holder of any proxy solicited by the

LCI board, on a discretionary basis, (i) if there are not sufficient votes at the time of the LCI special meeting to

approve the LCI merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to

this joint proxy statement/prospectus is timely provided to LCI stockholders, to vote in favor of adjourning the LCI

special meeting to another time.

The approval of the LCI adjournment proposal by LCI stockholders is not a condition to the completion of the

merger. In addition, in accordance with the LCI bylaws, whether or not a quorum is present, the LCI special meeting

may be adjourned from time to time by the Chairperson of the LCI board, the Vice Chairperson of the LCI board,

LCI’s Chief Executive Officer (if also a member of the LCI board) or the chairperson of the LCI special meeting

selected by the LCI board, to reconvene at the same or some other place (if any), for the purpose of, among other

things, soliciting additional proxies.

If the LCI special meeting is adjourned, LCI stockholders who have already submitted their proxies will be able

to revoke them at any time prior to their use. At any subsequent reconvening of the LCI special meeting, all proxies

will be voted in the same manner as the manner in which such proxies would have been voted at the original

convening of the LCI special meeting, except for any proxies that have been validly revoked or withdrawn prior to

the subsequent meeting.

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Vote Required for Approval

The affirmative vote of the holders of a majority of the outstanding shares of LCI common stock which are

present in person (virtually) or represented by proxy at the LCI special meeting and entitled to vote on the LCI

adjournment proposal is required to approve such proposal. Abstentions will have the same effect as a vote

“AGAINST” the LCI adjournment proposal. Broker non-votes and failures by LCI stockholders to vote on the LCI

adjournment proposal will have no effect on the outcome of the vote on the LCI adjournment proposal.

Recommendation of the LCI Board

The LCI board unanimously recommends a vote “FOR” the LCI adjournment proposal.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached

to this joint proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should

read the entire merger agreement carefully as it is the legal document that governs the merger.

Merger Structure

The business combination of Patrick and LCI will be effected through the merger of First Merger Sub with and

into LCI (which we refer to as the “first merger”), with LCI surviving as a direct wholly owned subsidiary of Patrick

(which we refer to as the “initial surviving entity”), immediately followed by the merger of the initial surviving

entity with and into Second Merger Sub (which we refer to as the “second merger”), with Second Merger Sub

surviving the second merger as a direct wholly owned subsidiary of Patrick.

Parties to the Merger

Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Phone: (574) 294-7511

Patrick is a leading component solutions provider serving original equipment manufacturers and aftermarket

customers in the Recreational Vehicle (“RV”), Marine, Powersports and Housing markets. Since 1959, Patrick has

empowered manufacturers and outdoor enthusiasts to achieve next-level recreation experiences. Patrick’s customer-

focused approach brings together design, manufacturing, distribution, and transportation in a full solutions model

that defines it as a trusted partner. Patrick is home to more than 85 leading brands, all united by a commitment to

quality, customer service, and innovation. Headquartered in Elkhart, IN, Patrick employs approximately 10,000

skilled team members throughout the United States. For the fiscal year ended December 31, 2025, Patrick had

consolidated net sales of $3,951 million. Patrick’s 2025 operating income was $276 million and net income was

$135 million.

Patrick is a Indiana corporation, and its common stock is listed on the Nasdaq, trading under the symbol

“PATK.”

For additional information about Patrick and its subsidiaries, see the documents incorporated by reference in

this joint proxy statement/prospectus in the section titled “Where You Can Find More Information” beginning on

page 208 of this joint proxy statement/prospectus.

LCI Industries

3501 County Road 6 East

Elkhart, Indiana 46514

Phone: (574) 535-1125

LCI Industries, through its wholly owned subsidiary Lippert Components, Inc. and its subsidiaries, is a global

leader in supplying engineered components to the outdoor recreation, transportation, marine and housing industries.

In addition to serving original equipment manufacturers, LCI also caters to aftermarket needs, selling through retail

dealers, wholesale distributors and service centers, as well as direct-to-consumer sales through online platforms. As

of June 30, 2026, LCI operated over 100 manufacturing facilities located throughout North America and Europe. For

the fiscal year ended December 31, 2025, LCI had consolidated net sales of $4,122 million. LCI’s 2025 operating

profit was $279.9 million and net income was $188.3 million.

LCI Industries is a Delaware corporation, and LCI common stock is listed on the NYSE under the symbol

“LCII.”

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For additional information about LCI and its subsidiaries, see the documents incorporated by reference in this

joint proxy statement/prospectus in the section titled “Where You Can Find More Information” beginning on page

208 of this joint proxy statement/prospectus.

Planet First Merger Sub Inc.

c/o Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

First Merger Sub is a direct wholly owned subsidiary of Patrick. Upon the completion of the first merger, First

Merger Sub will cease to exist. First Merger Sub was incorporated in Delaware on June 29, 2026 for the sole

purpose of effecting the merger.

Planet Second Merger Sub LLC

c/o Patrick Industries, Inc.

107 W. Franklin Street

Elkhart, Indiana 46516

Second Merger Sub is a direct wholly owned subsidiary of Patrick. Upon the completion of the second merger,

Second Merger Sub will survive as a direct wholly owned subsidiary of Patrick. Second Merger Sub was formed in

Indiana on June 29, 2026 for the sole purpose of effecting the merger.

Background of the Merger

The following chronology summarizes the principal events leading to the execution of the merger agreement.

This chronology does not purport to describe every conversation among representatives of Patrick, LCI and their

respective directors, officers and advisors. Members of LCI management and Patrick management, including Jason

D. Lippert, then President and Chief Executive Officer of LCI and a member of the LCI board, and Andy L.

Nemeth, Chief Executive Officer of Patrick and Chairman of the Patrick board, also interacted occasionally in the

ordinary course of business unrelated to a transaction.

As part of Patrick’s ongoing and ordinary course strategic planning process, the Patrick board and Patrick’s

senior management regularly review Patrick’s operating performance, market conditions, acquisition opportunities,

capital allocation strategy and other strategic alternatives available to Patrick, including opportunities intended to

enhance long-term shareholder value.

As part of LCI’s ongoing and ordinary course strategic planning process, the LCI board and LCI’s senior

management regularly review LCI’s long-term strategic plans and goals, opportunities, overall industry trends, the

competitive and economic environment in which LCI operates and LCI’s short- and long-term performance. As part

of these reviews, the LCI board, with the assistance of LCI’s management team and advisors, has considered

whether various strategic actions, including business combinations, strategic acquisitions and divestitures,

investments and other strategic transactions and opportunities, would be in the best interests of LCI and its

stockholders.

In mid-August 2025, the chief executive officer of a potential strategic counterparty (“Party A”) approached Mr.

Tracy D. Graham, then Chairman of the LCI board, regarding a potential all-stock transaction between the parties,

and verbally proposed an “at-the-market” transaction with no premium to LCI’s stockholders (such proposal, the

“Party A Expression of Interest”). Mr. Graham promptly informed the LCI board of the Party A Expression of

Interest. Mr. Graham, Mr. Lippert, select representatives of LCI management and representatives of Party A held

several discussions from August through November 2025 regarding a potential transaction. In connection with its

review of the Party A Expression of Interest and related strategic opportunities, LCI retained Perella Weinberg

Partners (“PWP”) as its financial advisor and Kirkland & Ellis LLP (“K&E”) as its outside legal counsel. LCI

engaged PWP based on PWP’s qualifications, familiarity with LCI and its industry and experience with merger-of-

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equals transactions. The engagement with PWP was not specific to a transaction with Party A. On September 17,

2025, pursuant to an engagement letter dated as of that date, LCI formally engaged PWP as its financial advisor.

Between August and October 2025, the LCI board held multiple meetings, including with representatives of

PWP and K&E, to be briefed on the status of discussions with Party A and to discuss and analyze a potential

transaction with Party A, as well as other potential strategic transactions. In addition to reviewing the potential

merits of a transaction with Party A, the representatives of PWP reviewed with the LCI board potential approaches if

the LCI board were to determine to explore other strategic alternatives that may be available to LCI. Representatives

of PWP also reviewed with the LCI board and LCI’s management a preliminary financial analysis regarding a

potential transaction with Party A as well as its review and assessment of potential transactions involving other

potential counterparties, including Patrick.

On September 11, 2025, at the direction of the LCI board, Mr. Lippert contacted Todd M. Cleveland, a member

of the Patrick board, to inquire whether Patrick would consider a potential combination with LCI. Mr. Cleveland

advised Mr. Nemeth of this communication.

In September 2025, at the request of the LCI board, representatives of PWP communicated to representatives of

Party A that in light of the proposed relative pro forma ownership that LCI and Party A stockholders would own in a

combination and the governance arrangements proposed by Party A, the LCI board was not interested in pursuing a

transaction with Party A unless such transaction included a premium for LCI stockholders.

On October 14, 2025, Messrs. Nemeth and Cleveland met with Messrs. Lippert and Graham for a high-level

discussion regarding whether Patrick and LCI should consider exploring a possible strategic combination. No

specific transaction structure, exchange ratio, ownership split, governance arrangements or other definitive

transaction terms were discussed.

From October through November 2025, Mr. Nemeth had individual discussions with several members of the

Patrick board regarding the October 14 meeting and whether to explore a Patrick and LCI business combination. 

In mid-November 2025, Mr. Graham reiterated to a representative of Party A that the LCI board was not

interested in pursuing an all-stock transaction with Party A unless such transaction included a premium for LCI

stockholders. Although representatives of Party A had previously indicated that Party A might be willing to consider

a premium, the representative of Party A subsequently confirmed to Mr. Graham that Party A was not able to offer a

premium that would be satisfactory to the LCI board and the parties agreed not to pursue a potential strategic

transaction. Party A did not thereafter submit any proposal to LCI with respect to a potential strategic transaction.

On November 22, 2025, the LCI board held a meeting with representatives of PWP. At this meeting, the LCI

board discussed LCI’s long-term strategic plans and alternatives. While the LCI board determined to not continue to

engage Party A in discussions regarding a potential strategic transaction, the LCI board discussed that other potential

transformational strategic transactions may be worth pursuing. The LCI board directed Mr. Lippert and Mr. Graham

to continue to explore other potential transformational initiatives.

In late November and December 2025, Mr. Lippert, Mr. Graham and representatives of PWP had several

discussions regarding potential strategic alternatives, including a potential business combination with Patrick.

On December 9, 2025, Mr. Lippert held a meeting with representatives of PWP, wherein representatives of

PWP discussed the rationale for strategic opportunities across the broader outdoor enthusiast end market and

highlighted illustrative transaction structures with two counterparties, including a business combination with Patrick

and an acquisition by LCI of another company. Following this meeting, Mr. Lippert and representatives of PWP

discussed with Mr. Graham whether to request a meeting with Patrick to discuss a potential strategic transaction.

In December 2025, Mr. Nemeth met with Mr. Lippert to further their discussion regarding a possible strategic

combination, including potential customer reaction and perception and the possibility that customers could share in

potential synergy savings resulting from a combination. Later in December 2025, Messrs. Nemeth, Graham and

Lippert and Jeffrey M. Rodino, President of Patrick, met and discussed, on a preliminary basis, whether Patrick and

LCI should explore a potential strategic combination structured as an all-stock merger of equals “at the market” with

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no premium to either party’s shareholders. No specific exchange ratio, ownership split, governance arrangements or

other definitive transaction terms were proposed or agreed at that meeting. They agreed to reconnect after the

holidays if there remained interest in continuing discussions. Mr. Nemeth also consulted with representatives of

McDermott Will & Schulte LLP (“McDermott”), Patrick’s outside legal counsel, regarding process considerations

and the duties of Patrick directors and officers in connection with the evaluation of a potential strategic transaction.

In January 2026, Mr. Nemeth met again with Mr. Lippert to continue discussing the potential transaction,

including potential governance arrangements, anticipated customer reaction and opportunities for customers to share

in potential synergy savings. Following the meeting, Mr. Nemeth spoke individually with each member of the

Patrick board to update them regarding the discussions and obtain their views on whether Patrick should continue

exploring a potential transaction with LCI. Thereafter, and continuing through February 2026, representatives of

Patrick and LCI held additional exploratory discussions regarding the potential strategic rationale for a combination,

including the potential benefits of combining two companies with complementary product portfolios and end

markets, potential operating efficiencies and cost saving synergies. These discussions also addressed, on a

preliminary basis, potential management, leadership and governance arrangements for a combined company.

Throughout this period, representatives of LCI regularly updated the LCI board regarding the status of discussions

with Patrick regarding a potential combination.

At a meeting of the Patrick board held on February 10, 2026 and February 11, 2026, Mr. Nemeth briefed the

Patrick board regarding the preliminary discussions with LCI. Mr. Nemeth described the reasons why a potential

merger with LCI could be beneficial and provided an overview of LCI’s business and its potential strategic fit with

Patrick. Representatives of Baird attended portions of the meeting and discussed the concept of a potential merger of

equals involving Patrick and LCI, including the potential vision for a combination of the two companies and

considerations relevant to effecting a merger of equals. Following the discussion, the Patrick board recommended

that Mr. Nemeth continue engagement with LCI and work with Baird and other potential investment banking

advisors to develop a formal proposal for board consideration. The Patrick board advised Mr. Nemeth that any

potential transaction would need to preserve Patrick’s strategic direction, culture, leadership and succession

planning, including that Mr. Nemeth would serve as chief executive officer of the combined company.

On February 21, 2026, Mr. Nemeth spoke with Mr. Lippert and conveyed the terms on which Patrick would be

prepared to continue discussions. They agreed to reconnect the following week after Mr. Lippert had considered

those points. Mr. Nemeth then updated M. Scott Welch, a member of the Patrick board, and Mr. Cleveland regarding

the conversation.

On February 23, 2026 and February 24, 2026, Messrs. Nemeth, Welch, Graham and Lippert held additional

discussions regarding the terms on which the parties would be prepared to continue to pursue a potential strategic

combination. During those conversations, Messrs. Nemeth and Welch reiterated that the Patrick board would be

prepared to continue discussions only on the basis that Mr. Nemeth would serve as chief executive officer of the

combined company. Mr. Nemeth updated the Patrick board regarding these discussions.

On March 2, 2026, Mr. Nemeth and Mr. Graham met to discuss a potential transaction between the parties,

including Mr. Nemeth’s vision and strategy for the combined company. Patrick and LCI also entered into a mutual

confidentiality and nondisclosure agreement to facilitate the exchange of nonpublic information in connection with

their evaluation of a potential transaction. The agreement included one-year mutual standstill and employee non-

solicitation provisions, subject to specified customary exceptions.

On March 5, 2026, the LCI board held a meeting with representatives of PWP and K&E. Mr. Graham provided

the LCI board with an update on his discussions with Mr. Nemeth. Representatives of PWP provided the LCI board

with an overview of a potential transaction with Patrick, including preliminary valuation perspectives, strategic

rationale, developing a framework to analyze synergy potential, process considerations and potential management

and governance arrangements. The representatives of K&E reviewed the LCI board’s fiduciary duties under

Delaware law with respect to a potential transaction. The LCI board noted Patrick’s positions regarding management

of the combined company, including Patrick’s expectation that Mr. Nemeth would serve as chief executive officer of

the combined company, and discussed its view that the chief executive officer and the chair of the combined

company should be designated by different parties, such that if Mr. Nemeth were to serve as chief executive officer,

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LCI would be entitled to designate the chair of the combined company board. Following discussion, the LCI board

expressed support for continuing discussions with Patrick and noted that, while it understood Patrick’s expectations

with respect to the chief executive officer of the combined company and was willing to continue discussions on this

basis, it would reserve any final decisions on these matters until transaction discussions progressed.

On March 6, 2026, Mr. Graham communicated to Mr. Nemeth that LCI had noted Patrick’s perspectives

regarding management of the combined company, including Patrick’s expectation that Mr. Nemeth would serve as

chief executive officer of the combined company, and was prepared to continue discussions, without committing to

any particular management or governance arrangement. Mr. Graham also communicated that, if Patrick were to

designate the chief executive officer of the combined company, LCI would expect to designate the chair of the

combined company board. Mr. Graham and Mr. Nemeth discussed a collaborative approach to determining other

management roles in the combined company. Mr. Nemeth communicated that Patrick was in the process of engaging

J.P. Morgan and Baird as financial advisors.

Later on March 6, 2026, Mr. Nemeth updated the Patrick board regarding his discussions with Mr. Graham.

Representatives of McDermott reviewed with the Patrick board the general process, fiduciary duty and transaction

considerations applicable to a merger of equals transaction, and the anticipated need for antitrust clearance. Mr.

Nemeth also discussed his views regarding a potential organizational structure for the combined company, certain

key leadership roles, areas of risk to be diligenced by a select team of Patrick management and potential engagement

of J.P. Morgan and Baird as Patrick’s financial advisors.

On March 7, 2026, the LCI board held a meeting with representatives of PWP and K&E to discuss the potential

transaction with Patrick and receive an update from Mr. Graham on his recent discussions with Mr. Nemeth. Mr.

Graham reported that Mr. Nemeth had again conveyed Patrick’s expectation that Mr. Nemeth would serve as chief

executive officer of the combined company, with other management roles determined collaboratively. Mr. Graham

also reported that Mr. Nemeth had expressed openness to LCI selecting the combined company’s board chair but

expected a board of five directors selected by Patrick and four directors selected by LCI, to which Mr. Graham

responded that LCI expected equal representation. Mr. Lippert then discussed his prior conversation with Mr.

Nemeth regarding Patrick’s expectation that Mr. Lippert would not serve as chief executive officer of the combined

company and then departed the meeting to allow for executive session. Following discussion, the remaining

directors expressed support for continuing to explore the potential transaction and noted that they understood

Patrick’s expectations with respect to the chief executive officer of the combined company and were willing to

continue discussions on this basis although they would reserve any final decisions on these matters until transaction

discussions progressed.

On March 11, 2026, the Patrick board held a meeting to discuss the potential transaction. Mr. Nemeth provided

an update on his discussions with Mr. Graham and reported that Mr. Graham expressed willingness to continue

transaction discussions on the basis that Mr. Nemeth would be the chief executive officer of the combined company.

The Patrick board authorized Mr. Nemeth to continue engaging with Mr. Graham and to begin work on a valuation

proposal and term sheet.

On March 14, 2026, the LCI board held a meeting with members of LCI management and representatives of

K&E and PWP. At the meeting, Mr. Graham provided an update to the LCI board on transaction discussions with

Mr. Nemeth. Representatives of PWP provided an overview of certain illustrative valuation information, as well as

an overview of key transaction workstreams and sequencing of these workstreams. Following discussion, the LCI

board reiterated its support for continuing discussions with Patrick.

On March 21, 2026, the LCI board held a meeting with members of LCI management and representatives of

K&E and PWP. Representatives of PWP updated the LCI board on LCI’s and Patrick’s stock performance and the

implied exchange ratio in an “at the market” merger of equals based on current stock prices.

On March 22, 2026, Patrick determined that J.P. Morgan would serve as its lead financial advisor and Baird

would serve as its co-lead financial advisor in connection with the potential transaction. J.P. Morgan and Baird were

selected based on, among other things, their qualifications, expertise, reputation and knowledge of Patrick's business

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and the industries in which Patrick operates. Patrick formally engaged Baird on April 10, 2026 and J.P. Morgan on

April 18, 2026.

In late March 2026, representatives of McDermott and K&E began discussing antitrust analysis, due diligence

logistics and other legal workstreams. The parties also began preparing for reciprocal diligence, including the

establishment of clean team arrangements to facilitate the review of competitively sensitive information by

designated personnel and outside advisors.

On March 28, 2026, the LCI board held a meeting with members of LCI management and representatives of

K&E and PWP. Members of LCI management reviewed LCI’s long-range plan, which contained certain non-public,

unaudited, standalone financial projections for LCI’s fiscal years 2026 through 2030. Following review of such

projections, the LCI board approved the use of such projections by PWP for the purposes of PWP’s preliminary

financial analysis. Representatives of PWP reviewed a preliminary financial analysis of the transaction, noting that

LCI needed to review Patrick’s five-year plan before coming to a view on an exchange ratio.

On April 4, 2026, the Patrick board held a meeting attended by members of Patrick management and

representatives of each of J.P. Morgan, Baird and McDermott. Mr. Nemeth updated the Patrick board regarding his

discussions with Mr. Graham. Representatives of J.P. Morgan reviewed preliminary perspectives on valuation,

expectations for post-combination governance, the anticipated transaction timeline and immediate next steps, and

representatives of Baird participated in the discussion. The Patrick board also discussed potential synergies,

complementary non-competing products across end markets, integration and management considerations and

expected perspectives of Patrick’s customers and investors, including the risk of vertical integration (i.e. “self-

supply”) initiatives by certain significant customers. Following discussion, the Patrick board approved the

presentation of a term sheet to LCI providing for an all-stock merger of equals, an eleven member combined

company board consisting of six Patrick directors and five LCI directors, with Mr. Cleveland serving as chair, Mr.

Nemeth serving as chief executive officer of the combined company, and no premium consideration to LCI

stockholders.

Later on April 4, 2026, Mr. Nemeth called Mr. Graham to preview that Patrick would be sending a written

indication of interest to LCI which would provide (i) that the combined company board would be comprised of six

designees selected by Patrick and five designees selected by LCI, (ii) that Mr. Nemeth would serve as the combined

company’s chief executive officer and that Mr. Cleveland would serve as chair of the combined company board of

directors and (iii) that the exchange ratio would be based on the 10-day volume-weighted average price of each

party’s stock. Mr. Graham responded that LCI required equal board representation and raised concerns regarding the

proposed allocation of leadership and governance roles in the combined company. Mr. Nemeth also raised the

possibility that Mr. Cleveland could serve as co-chair with Mr. Graham. Mr. Graham did not convey a specific

perspective on the exchange ratio, although he and Mr. Nemeth discussed a potential pro forma ownership split of

approximately 55% for Patrick shareholders and 45% for LCI stockholders based on the then-current 10-day

volume-weighted average prices of the parties’ common stock.

On April 5, 2026, Mr. Nemeth emailed the Patrick board regarding discussions he had had with Mr. Graham

following the April 4 Patrick board meeting. Mr. Nemeth reported that Mr. Graham had indicated that equal

representation on the combined company board and LCI selecting the combined company board chair were

important to LCI. Mr. Nemeth requested the Patrick directors’ views on revising Patrick’s proposed governance

terms to provide for a twelve member combined company board consisting of six directors designated by each party,

with Mr. Graham serving as chair and Mr. Cleveland serving as vice chair. Following an exchange of emails among

the Patrick directors on April 5 and April 6, 2026, the Patrick directors authorized Mr. Nemeth to include those

revised governance terms in Patrick’s proposal to LCI.

On April 6, 2026, the LCI board held a meeting attended by members of LCI management and representatives

of K&E and PWP. Mr. Graham previewed the expected terms of the written indication of interest to come from

Patrick based on his recent conversations with Mr. Nemeth. After discussion, the LCI board determined to

reconvene following receipt of the written indication of interest from Patrick.

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Later on April 6, 2026, Mr. Nemeth delivered to Mr. Graham a written non-binding indication of interest with

respect to an all-stock strategic combination of the parties (the “April 6 Patrick Proposal”). The April 6 Patrick

Proposal provided for (i) a 12-member combined company board, with six directors designated by each party, (ii)

Mr. Graham as chair of the combined company board of directors, (iii) Mr. Cleveland as vice chair, (iv) Mr. Nemeth

as chief executive officer, (v) a “best athlete” approach for remaining senior leadership positions, (vi) certain

governance arrangements to remain in place for two years following the closing of the transaction, (vii) Elkhart,

Indiana to remain as the combined company headquarters and (viii) an exchange ratio based on the 10-day volume-

weighted average price of each party’s common stock. The April 6 Patrick Proposal also contemplated a transaction

announcement in late April or early May in conjunction with the parties’ first-quarter earnings releases. Mr. Graham

promptly shared the April 6 Patrick Proposal with the LCI board.

On April 7, 2026, the LCI board held a meeting attended by members of LCI management and representatives

of K&E and PWP. At this meeting, the LCI board reviewed the April 6 Patrick Proposal. The LCI board determined

that a 12-member board chaired by Mr. Graham, with Mr. Cleveland serving as vice chair, was acceptable but

determined to propose no post-closing fixed term for the governance arrangements. The LCI board discussed timing,

including the feasibility of Patrick’s proposal to announce contemporaneously with its first-quarter earnings and

determined to leave open the methodology for calculating the exchange ratio and not to agree at that time to the use

of the 10-day volume-weighted average price methodology proposed by Patrick. The LCI board also noted that any

exchange ratio would be subject to LCI’s review of Patrick’s long-range plan. Following discussion, the LCI board

expressed support for continuing transaction discussions and authorized Mr. Graham to convey the positions of the

LCI board discussed at the meeting.

Later on April 7, 2026, Mr. Graham conveyed the positions of the LCI board discussed at the April 7 meeting to

Mr. Nemeth. Between April 7, 2026 and April 11, 2026, Mr. Graham and Mr. Nemeth had several discussions

regarding transaction workstreams, during which Mr. Graham did not commit to Patrick’s proposed exchange ratio

methodology, transaction timing or governance proposals.

On April 8, 2026, representatives of K&E and McDermott discussed the status of the merger agreement, and

K&E indicated that it expected to be in a position to share a draft of the merger agreement during the following

week.

On April 10, 2026, the Patrick board held a meeting attended by members of Patrick management at which Mr.

Nemeth updated the Patrick board regarding the status of the merger agreement and potential transaction timing. Mr.

Nemeth also reported that members of Patrick management were working on due diligence, communication

planning, synergy identification, valuation modeling and antitrust analysis. Joel D. Duthie, the Chief Legal Officer

of Patrick, and representatives of McDermott also updated the Patrick board regarding governance proposals for the

combined company.

On April 11, 2026, the LCI board held a meeting attended by members of LCI management and representatives

of K&E and PWP. At the meeting, Mr. Graham briefed the LCI board on his discussions with Mr. Nemeth following

the LCI board meeting on April 7, 2026. At this meeting, the LCI board discussed potential signing timelines in the

event the transaction discussions were to progress as well as the methodology for setting the exchange ratio and the

resulting pro forma ownership. The LCI board and LCI management team discussed progress on due diligence,

communication planning, synergy identification, valuation modeling and antitrust analysis. Representatives of K&E

also presented an overview of the key terms of a draft merger agreement to be shared with McDermott, which the

LCI board provided input on. Following discussion, the LCI board instructed Mr. Graham, LCI’s management and

the representatives of K&E to finalize the draft merger agreement and share the initial draft with Patrick.

On April 13, 2026, the J.P. Morgan media desk received calls from Bloomberg and Reuters inquiring about

possible merger discussions between Patrick and LCI (the “Leak”). Patrick and LCI determined not to publicly

confirm the existence of discussions at that time.

On April 14, 2026, members of LCI management and Patrick management held a business plan update call on

the outlook for their end markets in connection with preliminary financial due diligence.

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Later on April 14, 2026, each of LCI and Patrick opened a virtual data room to facilitate the exchange of

information. From the opening of the parties' data rooms on April 14, 2026 until the parties ceased discussions on

May 3, 2026, LCI, Patrick and their respective advisors conducted reciprocal business, financial, operational, legal

and synergy diligence. The work included in-person management diligence sessions from April 20-24 and functional

diligence calls throughout the month of April. Appropriate regulatory information sharing guardrails were in place

throughout the diligence processes.

On April 15, 2026, the Patrick board held a meeting attended by members of Patrick management and

representatives of each of J.P. Morgan, Baird and McDermott. Mr. Nemeth informed the Patrick board of the Leak

and the Patrick board and Patrick’s advisors discussed whether and when the parties should publicly confirm the

existence of discussions and the potential effect of premature disclosure on the companies’ trading prices,

transaction valuation and the parties’ negotiating positions. Members of Patrick management also reviewed with the

Patrick board and representatives of each of J.P. Morgan and Baird Patrick’s updated 2026 forecast and a five-year

forecast (the “Patrick Standalone Projections”) and outlook for the combined company. The Patrick board discussed

the Patrick Standalone Projections and their proposed use by J.P. Morgan and Baird in connection with their

financial analyses.

Following the Leak, the market prices of both Patrick common stock and LCI common stock declined over the

ensuing period, with the market price of Patrick common stock declining more significantly. As a result, the ratio

between the parties’ trading prices changed materially from the pre-Leak April 13 trading levels that had informed

their earlier valuation discussions.

On April 15, 2026, representatives of K&E delivered the initial draft merger agreement (the “April 15 Merger

Agreement”) to representatives of McDermott. The April 15 Merger Agreement provided, among other things, (i) a

“double dummy” transaction structure, (ii) certain treatment of outstanding equity awards, including the conversion

of stock-settled LCI and Patrick equity awards into corresponding holding company awards based on the applicable

exchange ratios, cash settlement of certain LCI deferred stock units and continued service-based treatment for

certain performance awards, (iii) customary closing conditions, including approval by Patrick’s and LCI’s respective

shareholders, (iv) a regulatory efforts covenant requiring the parties to take actions necessary to obtain required

regulatory approvals, including divestitures and other remedies, subject to a to-be-determined limitation, (v) a “force

the vote” construct requiring each party to convene and hold a meeting of its shareholders for the purpose of

obtaining its required shareholder approval, notwithstanding any change in the recommendation by such party’s

board of directors, (vi) a termination fee equal to 3% of LCI’s equity value payable by either party in certain

circumstances, and (vii) that the merger agreement would be governed by Delaware law.

Thereafter, McDermott and K&E negotiated the merger agreement and related transaction documents, including

transaction structure, representations and warranties, interim operating covenants, no-solicitation and fiduciary-out

provisions, shareholder approval requirements, termination rights and fees, regulatory covenants and governance

matters.

The parties and their advisors also considered and discussed possible transaction structures. The parties initially

considered a structure involving a newly formed public holding company, but subsequently determined to pursue a

two-step merger structure in which a wholly-owned subsidiary of Patrick would merge with and into LCI, with LCI

surviving as a wholly-owned subsidiary of Patrick, followed immediately by a merger of LCI with and into another

wholly-owned subsidiary of Patrick, with that subsidiary surviving and Patrick remaining the publicly traded parent.

Among other considerations, the selected structure was intended to avoid triggering change of control provisions

under Patrick’s existing indebtedness and the resulting need to obtain debt financing commitments before execution

of the merger agreement.

On April 17, 2026, Bloomberg informed Patrick and LCI that it intended to publish an article reporting that the

companies were engaged in discussions regarding a potential combination and then subsequently published the

article that same day. Following discussions, and at the direction of their respective boards of directors, Patrick and

LCI determined to publicly confirm that they were engaged in discussions regarding a potential merger of equals.

Later that day, Patrick and LCI each issued a press release confirming that the companies were in discussions

regarding a potential merger of equals, stating that there could be no assurance that any transaction would result

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from the discussions or what the terms or structure of any transaction might be (collectively, the “Leak

Announcement”).

On April 18, 2026, the LCI board held a meeting with members of LCI management and representatives of

K&E and PWP. Members of LCI management reported that they were in the process of revising LCI’s long-range

plan that was approved by the LCI board on March 28, 2026 (as revised, the “LCI Standalone Projections”), to

reflect more conservative assumptions in light of continued softness in the RV industry, the impact of tariffs and

LCI’s first quarter 2026 performance, and the LCI board discussed that the LCI Standalone Projections, if approved,

would be shared with Patrick and would be used in PWP’s financial analysis. Following discussion of the

assumptions underlying the LCI Standalone Projections, the LCI board directed LCI management to finalize the LCI

Standalone Projections and circulate them to the LCI board for final review and approval, which the LCI board

determined would be obtained by written consent unless further discussion was required. For additional information

regarding the LCI Standalone Projections, see the section of the joint proxy statement titled “Certain Unaudited

Prospective Financial Information.” Representatives of PWP reviewed illustrative signing timelines and reviewed

the relative movements of Patrick’s stock price and LCI’s stock price since the Bloomberg article was published,

potential drivers underlying such movements and the implications of such stock price movements on the implied

exchange ratio and related valuation matters. Representatives of K&E reviewed a preliminary antitrust risk

assessment and discussed the regulatory review process generally.

On April 20, 2026, Mr. Nemeth met with Mr. Graham and advised him that, in light of the material change in

the ratio between the parties’ trading prices following the emergence of market rumors regarding a potential

transaction, Patrick believed that relative valuation should be evaluated by reference to the parties’ pre-Leak April

13, 2026 trading prices, which Patrick viewed as the appropriate unaffected reference point.

On April 21, 2026, the Patrick board held a meeting at which Mr. Nemeth updated the Patrick board regarding

the potential transaction, perceived reception across stakeholders and the status of the parties’ transaction

workstreams, including due diligence, the exchange of the parties’ respective long-range plans and the analysis of

potential synergies. The Patrick board also discussed the relative trading performance of Patrick common stock and

LCI common stock following the emergence of market rumors regarding a potential transaction, including the

greater decline in the market price of Patrick common stock, the resulting material change in the ratio between the

parties’ trading prices and the implications for valuation and potential exchange ratios.

On April 21, 2026, the LCI board, via unanimous written consent, approved the LCI Standalone Projections,

including for use by PWP for all purposes in connection with the evaluation of the transaction, and approved sharing

the LCI Standalone Projections with Patrick. Representatives of PWP subsequently shared the LCI Standalone

Projections with Patrick and its financial advisors.

In April 2026, the chief executive officer of a strategic industry participant and customer of both Patrick and

LCI (“Party B”) contacted Mr. Nemeth and expressed reservations regarding the potential combination of Patrick

and LCI. During that conversation, the chief executive officer of Party B also suggested that Patrick and Party B

consider whether there could be a potential strategic transaction involving Patrick and Party B. Mr. Nemeth

indicated that, if Party B wished to pursue such a transaction, Party B should submit a preliminary proposal for

Patrick to evaluate. Party B did not submit a proposal, and no specific transaction structure, valuation, form of

consideration, governance terms or other material terms were proposed or discussed.

On April 24, 2026, the Patrick board held a meeting attended by members of Patrick management and

representatives of each of J.P. Morgan, Baird and McDermott. Mr. Nemeth updated the Patrick board regarding the

status of due diligence, synergy analysis, merger agreement negotiations, antitrust analysis and timing, and

stakeholder reactions, including customer reactions, following the public confirmation of discussions. The Patrick

board discussed with its advisors preliminary valuation and transaction modeling, including the effect of the change

in the ratio between the parties’ trading prices on implied exchange ratios and relative ownership of the companies’

pre-closing shareholders. Following the departure of representatives of each of J.P. Morgan and Baird from the

meeting, the Patrick board discussed valuation and modeling with members of management. Following the departure

of management, the Patrick board continued to discuss valuation and governance. Mr. Nemeth was then excused,

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and the Patrick board met in executive session and discussed the merger terms and governance of the potential

combined company.

On April 25, 2026, Messrs. Nemeth, Graham and Lippert met to discuss organizational structure and leadership.

Later that day, Mr. Nemeth and Mr. Graham discussed transaction timing. Mr. Nemeth indicated that, subject to

agreement on valuation, Patrick would be in a position to sign and announce the potential transaction by April 30,

2026. Mr. Graham indicated that valuation remained an open point and that he was doubtful that the parties would

be in a position to sign and announce the potential transaction by April 30, 2026. 

On April 25, 2026, the LCI board held a meeting with members of LCI management and representatives of

K&E and PWP. Representatives of PWP updated the LCI board on the status of diligence workstreams and reviewed

LCI management’s preliminary net synergy estimates. The LCI board and members of management and

representatives of PWP also discussed valuation and transaction modeling, including the continuing effect of the

material change in the ratio between the Patrick and LCI common stock prices on implied exchange ratios, relative

ownership of the companies’ pre-closing shareholders, as well as governance matters relating to the potential

combined company.

On April 26, 2026, representatives of McDermott delivered a revised draft of the merger agreement (the “April

26 Merger Agreement”) to representatives of K&E. The April 26 Merger Agreement provided, among other things,

(i) a revised transaction structure whereby LCI would be acquired by Patrick via a reverse triangular merger, (ii)

certain treatment of outstanding equity awards, including the conversion of LCI RSU and PSU awards into

corresponding Patrick equity awards based on the exchange ratio, cash settlement of certain LCI deferred stock units

and the treatment of outstanding Patrick equity awards, which would remain outstanding on their existing terms,

with certain Patrick awards eligible to vest upon a qualifying termination, (iii) that the merger agreement would be

governed by Indiana law, and (iv) a termination fee in an amount equal to 6% of LCI’s equity value payable by

either party in certain circumstances.

On April 26, 2026, representatives of McDermott delivered an initial draft of a governance term sheet (the

“April 26 Governance Term Sheet”) to representatives of K&E. The April 26 Governance Term Sheet provided,

among other things, that (i) the agreed governance terms would continue in effect until the second anniversary of the

closing, at which point they would automatically sunset, (ii) the post-closing company board would consist of 12

directors split equally between Patrick and LCI designees, and the size of the combined company board would

decrease by one director on each of the first three anniversaries of the closing of the transaction, (iii) Mr. Graham

would serve as chair of the combined company board and Mr. Cleveland would serve as vice chair of the combined

company board, (iv) Mr. Nemeth would serve as chief executive officer and president of the post-closing company,

and (v) the affirmative vote of at least 75% of the directors would be required to approve certain specified

governance actions.

On April 28, 2026, representatives of LCI and Patrick conducted a diligence call to discuss the LCI Standalone

Projections, the Patrick Standalone Projections and potential net synergies that could be achieved in connection with

the transaction.

On April 28, 2026, Messrs. Nemeth and Graham met to discuss the potential transaction. Mr. Nemeth reiterated

Patrick’s view that the material change in the ratio between the parties’ trading prices following the emergence of

market rumors regarding a potential transaction was adversely affecting the economics of a potential merger of

equals and that Patrick continued to believe the April 13, 2026 trading prices should serve as the reference point for

relative valuation. Mr. Graham indicated that the LCI board was not prepared at that time to agree to Patrick’s

valuation position.

On April 28, 2026, Mr. Graham and representatives of K&E discussed the April 26 Governance Term Sheet.

Following this discussion, Mr. Graham directed K&E to deliver, and representatives of K&E delivered, a revised

draft of the governance term sheet (the “April 28 Governance Term Sheet”) to representatives of McDermott. The

April 28 Governance Term Sheet provided, among other things, (i) that the agreed governance arrangements would

be implemented as of the closing and, other than the reduction in the size of the post-closing board, would not

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continue to apply following the closing, and (ii) the size of the post-closing board would be reduced by two seats in

2028 and one seat in 2029.

On April 29, 2026, the Patrick board held a meeting attended by representatives of each of J.P. Morgan, Baird

and McDermott. Mr. Nemeth updated the Patrick board regarding discussions with Mr. Graham concerning

valuation and the status of due diligence. Representatives of J.P. Morgan discussed preliminary valuation

discussions conducted at the direction of the Patrick board that J.P. Morgan had been having with LCI’s financial

advisors, including the parties’ differing perspectives on how the ratio between Patrick’s and LCI’s trading prices

following the Leak should be reflected in the valuation of the two companies in the transaction. Mr. Duthie and

representatives of McDermott then updated the Patrick board regarding the status of the merger agreement and the

governance proposals exchanged by Patrick and LCI. Following discussion, the Patrick board provided direction to

Mr. Duthie and McDermott regarding a governance counterproposal to be delivered to LCI.

On April 30, 2026, Patrick released its first quarter 2026 financial results.

On April 30, 2026, representatives of McDermott delivered a revised draft of the governance term sheet (the

“April 30 Governance Term Sheet”) to representatives of K&E. The April 30 Governance Term Sheet provided,

among other things, (i) certain governance terms would continue in effect until the second anniversary of the

closing, at which point they would automatically sunset, and (ii) prior to the sunset of the governance terms, the

affirmative vote of at least 75% of the directors would be required to remove, replace or appoint a successor to the

chief executive officer of the combined company (the “CEO Supermajority Requirement”).

On May 1, 2026, the Patrick board held a meeting attended by members of Patrick management and

representatives of each of J.P. Morgan, Baird and McDermott. Mr. Nemeth updated the Patrick board regarding the

status of discussions with Mr. Graham, including preliminary valuation discussions, status of negotiations and

potential timing of entering into a definitive agreement with LCI. Representatives of J.P. Morgan reviewed

preliminary relative financial analyses of the potential transaction, including analyses based on then-current and

historical trading prices of Patrick and LCI common stock, the relative values of Patrick and LCI and the basis for

the anticipated J.P. Morgan fairness opinion. The Patrick board continued its discussion of valuation, including how

the material change in the ratio between the parties’ trading prices following the Leak on April 13, 2026 affected

potential exchange ratios and the relative pro forma ownership of pre-closing LCI stockholders and Patrick

shareholders in the combined company.

On May 2, 2026, Messrs. Nemeth and Graham had a call in which they discussed the status of the potential

transaction, including valuation matters.

On May 2, 2026, the LCI board held a meeting with members of LCI management and representatives of K&E

and PWP. Representatives of PWP reported that financial and business diligence was substantially complete.

Representatives of LCI management reported that they were comfortable with the assumptions underlying the

Patrick Standalone Projections. Following discussion, the LCI board approved the use of the Patrick Standalone

Projections in PWP’s preliminary financial analyses. Representatives of K&E reviewed the key terms of the April

26 Merger Agreement, including the termination fee provisions, the regulatory efforts covenant and the treatment of

outstanding equity awards, as well as the two-year governance sunset and the CEO Supermajority Requirement

included in the April 30 Governance Term Sheet. The LCI board provided feedback and direction to the K&E

representatives regarding the terms of the merger agreement and governance term sheet. Representatives of PWP

then reviewed preliminary relative financial analyses of the potential transaction, including analyses based on then-

current and historical trading prices of Patrick and LCI common stock, the LCI Standalone Projections and the

Patrick Standalone Projections. Representatives of PWP noted that, based on recent daily closing prices, an “at-the-

market” transaction implied pro forma ownership levels of approximately 48% for LCI stockholders and

approximately 52% for Patrick shareholders. The LCI board continued its discussion of valuation, including the

effect of the post-Leak Announcement stock price movements on the potential exchange ratio and relative

ownership of LCI’s and Patrick’s pre-closing shareholders.

On May 2, 2026, representatives of K&E delivered a revised draft of the merger agreement (the “May 2 Merger

Agreement”), reflecting the terms discussed and direction received from the LCI board at its meeting earlier that

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day. The May 2 Merger Agreement, among other things, (i) accepted the reverse triangular merger structure, subject

to inclusion of a closing condition for delivery of a tax opinion to LCI as to the tax-free nature of the transaction for

LCI stockholders, (ii) reduced the termination fee to 3.25% of LCI’s equity value, (iii) proposed a nine-month initial

outside date with two three-month automatic extensions if antitrust clearance was the sole reason the transaction had

not closed, (iv) proposed that the performance criteria for LCI and Patrick PSUs be satisfied at the greater of (A)

target performance and (B) actual performance through the first effective time extrapolated through the end of the

applicable performance period, with each such LCI and Patrick PSU thereafter subject only to time-based vesting,

and (v) provided that the merger agreement would be governed by Delaware law, except for (A) matters relating to

the fiduciary duties of Patrick directors, which would be governed by Indiana law, and (B) to the extent the

provisions of the Indiana Business Corporation Law or the Indiana Business Flexibility Act are mandatorily

applicable to the mergers, such provisions would govern.

On May 3, 2026, Mr. Nemeth and Mr. Graham resumed their discussions, during which Mr. Graham conveyed

the LCI board’s position that LCI stockholders should hold more than the 45% pro forma ownership proposed by

Patrick, but that LCI would not make a specific counterproposal until after its earnings release so that it could

observe post-earnings trading. 

Later that day, the Patrick board held a meeting attended by members of Patrick management and

representatives of each of J.P. Morgan, Baird and McDermott. Mr. Nemeth updated the Patrick board regarding the

status of his discussions with Mr. Graham and reported that valuation and timing remained unresolved, including

that Patrick continued to believe relative valuation should be evaluated by reference to the April 13 pre-Leak trading

prices and the parties had not reached agreement on that approach. The Patrick board discussed the material change

in the ratio between the parties’ trading prices following the emergence of market rumors, including the greater

decline in Patrick’s trading price, the potential consequences of further delay and the uncertainty as to whether the

parties could reach acceptable transaction economics on a timely basis given the post-Leak trading of LCI and

Patrick common stock. Following discussion, the Patrick board approved terminating discussions with LCI,

authorized Mr. Nemeth to inform Mr. Graham of that decision and approved issuance of a news release before

market open on May 4, 2026 announcing the termination of discussions.

Following the Patrick board meeting, Mr. Nemeth informed Mr. Graham of Patrick’s decision to terminate

discussions. Mr. Graham promptly informed the LCI board, and the parties coordinated the public announcement of

the termination.

On May 4, 2026, before opening of market, Patrick and LCI publicly announced that the parties had terminated

discussions regarding a potential business combination.

On May 4, 2026, the LCI board held a meeting with representatives of K&E and PWP. Mr. Graham reported on

his May 3, 2026 conversation with Mr. Nemeth, and further reported that, prior to the termination of transaction

discussions, he had told Mr. Nemeth that LCI stockholders should hold more than the 45% pro forma ownership

proposed by Patrick, but that LCI would not make a specific counterproposal until after its earnings release so that it

could observe post-earnings trading.

On May 5, 2026, LCI released its first quarter 2026 financial results.

During May 2026 and early June 2026, the LCI board discussed the strategic direction of LCI and leadership of

the LCI board and management, including whether changes to LCI’s board or management team were advisable.

The LCI board determined to defer any further discussions with Patrick until after the LCI board had completed its

review of potential changes to LCI’s board and/or management team in light of the potential impact of any such

changes on a potential transaction with Patrick. At the LCI board’s direction, representatives of PWP conveyed to

representatives of J.P. Morgan that LCI continued to believe in the strategic merits of a transaction and would be

interested in resuming discussions after completing certain near-term priorities.

On June 4, 2026, after the LCI board had completed discussions on a potential leadership transition, Mr. Lippert

announced his retirement as President and Chief Executive Officer and his resignation as a director of the LCI

board, and LCI announced that, as part of its long-term succession planning, Mr. Graham had resigned as Chair and

director of the LCI board. As part of these transitions, the LCI board appointed John A. Sirpilla, a director of LCI, as

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interim chief executive officer and Virginia L. Henkels, a director of LCI, as chair. Neither Mr. Lippert’s nor Mr.

Graham’s resignation resulted from any disagreement with LCI.

Between May 4, 2026 and the resumption of transaction discussions in June 2026, representatives of LCI

received inbound communications from two parties about potential strategic transactions that would not have

resulted in a change of control of LCI and held conversations with certain other parties regarding potential strategic

alternatives that may be available to LCI. No party submitted a proposal with respect to any such transaction.

On June 6, 2026, the LCI board held a meeting with members of LCI management and representatives of K&E.

Mr. Sirpilla reported that LCI management remained supportive of pursuing a potential transaction with Patrick. The

LCI board discussed the timing of, and process for, a potential re-engagement with Patrick, including the advantages

of proceeding expeditiously in light of the then-current stock price of each company and the risk that Patrick could

pursue alternative opportunities. Following discussion, the LCI board determined to seek to resume discussions with

Patrick regarding a potential transaction and directed LCI’s management and advisors to coordinate with Patrick and

its advisors on next steps.

On June 7, 2026, PWP contacted J.P. Morgan about setting up a meeting between Mr. Nemeth, Ms. Henkels

and Mr. Sirpilla to explore the basis for Patrick and LCI to resume discussions regarding a potential transaction.

On June 7, 2026, the Patrick board met to consider LCI’s renewed outreach. The Patrick board discussed the

basis on which Patrick might be willing to resume discussions with LCI. Following discussion, the Patrick board

authorized Mr. Nemeth to meet with LCI on the basis that Patrick would seek transaction economics based on the

parties’ unaffected pre-Leak trading prices and certain governance changes from the initial discussions based on

recent changes to the Lippert Board and the importance of the RV industry relationships.

On June 10, 2026, Mr. Nemeth met with Ms. Henkels and Mr. Sirpilla in Chicago. Mr. Nemeth discussed

Patrick’s reasons for terminating the earlier discussions, including the material change in the ratio between the

parties’ trading prices following the emergence of market rumors and its effect on relative valuation. Mr. Nemeth

advised them that Patrick was prepared to consider resuming negotiations and described Patrick’s proposed

framework, including that Patrick would designate the chair of the combined company board, the board would

initially consist of six Patrick designees and five LCI designees and the starting point for exchange-ratio discussions

would reflect the parties’ unaffected trading prices as of April 13, 2026. Later that day, Ms. Henkels and Mr. Sirpilla

informed Mr. Nemeth that LCI was not prepared to accept Patrick’s proposed board leadership arrangement, and

Mr. Nemeth agreed to present LCI’s position to the Patrick board.

On June 12, 2026, the Patrick board held a meeting at which Mr. Nemeth briefed the Patrick board regarding his

discussions with Ms. Henkels and Mr. Sirpilla and his assessment of the potential terms on which discussions might

resume. 

Later that day, Mr. Nemeth spoke with Ms. Henkels and Mr. Sirpilla and communicated that the Patrick board

had requested that LCI provide a comprehensive term sheet before the Patrick board would authorize Mr. Nemeth to

reengage in transaction discussions, but that, subject to seeing the terms proposed by LCI, the Patrick board was

open to reengaging with LCI regarding a potential transaction and would want to move quickly. Ms. Henkels and

Mr. Sirpilla highlighted certain proposed governance terms to Mr. Nemeth, including LCI’s right to designate the

board chair of the combined company and the chairs of the Capital Allocation & Strategy and Nominating &

Governance committees. Ms. Henkels and Mr. Sirpilla also proposed that the name of the combined company be a

combination of the parties’ existing names.

Later that day, the LCI board held a meeting with representatives of K&E and PWP. Ms. Henkels and Mr.

Sirpilla updated the LCI board on their June 10 and June 12, 2026 discussions with Mr. Nemeth. Representatives of

PWP then reviewed a draft term sheet with the LCI board, which provided for (i) pro forma ownership of 46.5% for

pre-closing LCI stockholders and 53.5% for pre-closing Patrick shareholders, (ii) a twelve member combined

company board of directors with six directors designated by each party, (iii) Ms. Henkels as chair of the combined

company with her replacement designated by LCI, (iv) Mr. Cleveland as vice chair of the combined company, (v)

committee chairs designated by Patrick for the Audit and Compensation committees and by LCI for the Nominating

& Governance and Capital Allocation & Strategy committees, and (vi) the CEO Supermajority Requirement in the

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first two years following the closing. The LCI board discussed potential synergies and the appropriate amount of net

synergies to be publicly committed to in connection with the announcement of the transaction. Following discussion,

the LCI board approved the delivery of a term sheet reflecting the terms so discussed to Patrick. Ms. Henkels sent

the term sheet (the “LCI June 12 Term Sheet”) to Mr. Nemeth following the meeting.

On June 15, 2026, the Patrick board held a meeting to discuss the LCI June 12 Term Sheet and authorized Mr.

Nemeth to present a counterproposal to LCI that contemplated pro forma ownership of the combined company of

53% to be held by pre-closing Patrick shareholders and 47% to be held by pre-closing LCI stockholders, a combined

company board consisting of six Patrick designees and five LCI designees, Mr. Cleveland serving as chair, Mr.

Sirpilla serving as vice chair and Mr. Nemeth serving as chief executive officer. This proposal reflected Patrick’s

view of relative valuation based in part on then-current trading prices of Patrick and LCI common stock.

On June 15, 2026, Mr. Sirpilla spoke to the chief executive officer of Party A, who expressed potential interest

in reopening discussions with LCI and the possibility of Party A acquiring LCI. Following this discussion, no further

discussions regarding a potential business combination were held between LCI and Party A, and Party A did not

submit a proposal with respect to any such potential business combination.

On June 16, 2026, Mr. Nemeth met with Ms. Henkels and Mr. Sirpilla. Mr. Nemeth communicated Patrick’s

position and Ms. Henkels observed that Patrick’s position would in her view provide Patrick with disproportionate

governance rights in the combined company and that LCI would need to consider whether additional economic

value, potentially including a premium or other consideration, would be required for LCI to continue engaging on

that basis. Mr. Nemeth also provided his view on the importance of RV-industry relationships with respect to the

chair of the combined company.

On June 16, 2026, the LCI board held a meeting with representatives of K&E and PWP. Ms. Henkels and Mr.

Sirpilla updated the LCI board on their discussion with Mr. Nemeth and, in light of Mr. Nemeth’s views regarding

the importance of RV-industry relationships, the LCI board discussed proposing that Mr. Sirpilla be designated as

chair of the combined company instead of Ms. Henkels. Mr. Sirpilla also reported on his June 15, 2026 discussion

with the chief executive officer of Party A. Mr. Sirpilla further reported on the ongoing synergy analysis

workstreams, including LCI management’s current views regarding net synergy realization.

On June 19, 2026, the Patrick board met to continue discussing the LCI June 12 Term Sheet and the parties’

ongoing negotiations. Following the meeting, Patrick delivered to LCI a written counterproposal reflecting the

economic and governance terms authorized by the Patrick board on June 15, 2026 (the “Patrick June 19 Term

Sheet”), including pro forma ownership of approximately 53% by pre-closing Patrick shareholders and

approximately 47% by pre-closing LCI stockholders, a combined company board consisting of six Patrick designees

and five LCI designees, Mr. Cleveland serving as chair, Mr. Sirpilla serving as vice chair and Mr. Nemeth serving as

chief executive officer. The Patrick June 19 Term Sheet also provided for the LCI-designated vice chair to chair the

Capital Allocation & Strategy Committee, oversee integration and capital allocation and collaborate with the chair in

setting board agendas, and contemplated that the name of the combined company would be mutually agreed by the

parties following announcement of the transaction.

On June 19, 2026, Mr. Nemeth called Ms. Henkels and Mr. Sirpilla and provided an overview of the Patrick

June 19 Term Sheet. Ms. Henkels and Mr. Sirpilla observed that Patrick’s counterproposal would in their view

provide Patrick with disproportionate governance rights in the combined company and that LCI would need to

consider whether additional economic value, potentially including a premium or other consideration, would be

required for LCI to continue engaging on such basis.

On June 19, 2026, the LCI board held a meeting with members of LCI management and representatives of K&E

and PWP. Ms. Henkels reported on her discussion with Mr. Nemeth, and the LCI board discussed that governance

terms proposed by Patrick should warrant a premium to the implied price of shares of LCI common stock. As part of

this discussion, the LCI board discussed the possibility of introducing a cash component to the merger consideration.

The LCI board also discussed the possibility of conducting outreach to other potential counterparties should the

parties not be able to reach agreement on the governance and economic terms. Representatives of K&E reviewed the

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LCI board’s fiduciary duties in connection with its evaluation of the potential business combination, including with

respect to outreach to alternative strategic acquirors.

On June 22, 2026, the LCI board held a meeting with members of LCI management and representatives of K&E

and PWP. The LCI board discussed the Patrick June 19 Term Sheet, including potential synergies and the

appropriate amount of net synergies to be publicly committed to in connection with the announcement of the

transaction. Following discussion, the LCI board authorized a counterproposal providing for (i) 49% pro forma

ownership for LCI stockholders, (ii) a 12-member combined company board split evenly between the parties, (iii)

Mr. Cleveland as chair of the combined company board, (iv) Mr. Sirpilla as vice chair of the combined company

board, (v) Mr. Nemeth as chief executive officer of the combined company and (vi) LCI having the right to

designate three of the four committee chairs, with Patrick designating the Compensation Committee Chair.

Following the meeting, LCI delivered such counterproposal to Patrick (the “June 22 Term Sheet”).

On June 23, 2026, the Patrick board held a meeting with members of Patrick management and representatives of

each of J.P. Morgan, Baird and McDermott. Representatives of J.P. Morgan reviewed preliminary valuation

materials with the Patrick board. Following discussion, the Patrick board authorized delivery of a counterproposal to

LCI (the “June 23 Term Sheet”) that contemplated pro forma ownership of approximately 52% by pre-closing

Patrick shareholders and approximately 48% by pre-closing LCI stockholders, a twelve member combined company

board with six directors designated by each party, Mr. Cleveland serving as chair of the combined company board,

Mr. Sirpilla serving as vice chair of the combined company board, Mr. Nemeth serving as chief executive officer of

the combined company, Patrick having the right to designate two of the four committee chairs, with LCI designating

the Nominating and Corporate Governance Committee chair and Capital Allocation & Strategy Committee chair and

that the parties enter into a fourteen day exclusivity agreement. The revised ownership terms reflected the Patrick

board’s assessment of then-current relative trading prices and updated preliminary financial analyses prepared by

J.P. Morgan and Baird.

On June 24, 2026, the LCI board held a meeting with members of LCI management and representatives of K&E

and PWP. The LCI board discussed the June 23 Term Sheet and approved accepting 48% pro forma ownership for

LCI stockholders in the combined company. The LCI board discussed potential synergies and the appropriate

amount of net synergies to be publicly committed to in connection with the announcement of the transaction, and

directed LCI management to discuss LCI’s views regarding potential synergies with Patrick management. The LCI

board also discussed committee chairs, and determined that LCI would accept designating two committee chairs if

LCI designated the chair of the Nominating & Governance Committee and the Capital Allocation & Strategy

Committee (with Mr. Sirpilla chairing such committee). Following discussion of transaction timing with

representatives of K&E and PWP, the LCI board determined to target execution and announcement of the

transaction before market open on June 30, 2026. The LCI board determined that the parties should not negotiate a

formal exclusivity agreement, but instead that LCI should convey to Patrick the urgency of the timeline.

Representatives of K&E also updated the LCI board on the status of the legal and regulatory workstreams.

On June 24, 2026, Ms. Henkels informed Mr. Nemeth that LCI was prepared to proceed on the basis of the

principal terms reflected in Patrick's counterproposal, and the parties re-engaged in negotiations toward a definitive

agreement.

On June 25, 2026, the parties reopened access to their virtual data rooms and the parties continued reciprocal

diligence through the signing of the definitive transaction documentation. 

On June 26, 2026, representatives of McDermott delivered a revised draft of the merger agreement (the “June

26 Merger Agreement”) to representatives of K&E. The June 26 Merger Agreement provided, among other things,

(i) a termination fee equal to 4% of LCI’s equity value, together with reimbursement of the other party’s transaction

expenses, payable by either party in certain circumstances, and (ii) that the merger agreement would be governed by

Indiana law. In addition, during this time and until the execution of the merger agreement on June 30, 2026,

representatives of K&E and McDermott discussed on multiple occasions an appropriate antitrust efforts covenant,

including limitations on the parties’ efforts obligations with respect to obtaining regulatory clearances.

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On June 27, 2026, the LCI board held a meeting with members of LCI management and representatives of K&E

and PWP. Representatives of PWP reported that LCI management and Patrick management continued to evaluate

synergy opportunities, with LCI management identifying potential net synergies of approximately $150 million.

Representatives of PWP also reported that business diligence was substantially complete. Representatives of K&E

reviewed with the LCI board the key open items in the transaction documentation, including the termination fee, the

regulatory efforts provisions, the treatment of equity awards and governing law. The LCI board authorized the

representatives of K&E to continue progressing transaction documentation.

On June 29, 2026, representatives of K&E delivered a revised draft of the merger agreement (the “June 29 K&E

Merger Agreement”) to representatives of McDermott. The June 29 K&E Merger Agreement provided, among other

things, (i) a termination fee equal to 3.50% of LCI’s equity value payable by either party in certain circumstances

and (ii) that the merger agreement would be governed by Delaware law. The parties subsequently exchanged

multiple drafts of the merger agreement while finalizing it prior to execution on June 30, 2026.

On June 29, 2026, representatives of PWP and J.P. Morgan had a call to discuss the exchange ratios to be used

in the definitive transaction documentation to reflect a pro forma ownership of the combined company of 48% for

LCI stockholders and 52% for Patrick shareholders (the “Agreed Pro Forma Ownership Ratio”). The representatives

of PWP and J.P. Morgan agreed that, based on the capitalization information provided by both parties, the Agreed

Pro Forma Ownership Ratio corresponded to the then-calculated exchange ratio of 1.2351 shares of Patrick common

stock for each share of LCI common stock (the “Initial Agreed Exchange Ratio”).

On June 29, 2026, the Patrick board held a meeting with members of Patrick management and representatives of

each of J.P. Morgan, Baird and McDermott. The Patrick board reviewed the proposed transaction terms, including

the parties’ agreement that, immediately following completion of the merger, pre-closing Patrick shareholders would

own approximately 52% and pre-closing LCI stockholders would own approximately 48% of the combined

company on a fully diluted basis, and the Initial Agreed Exchange Ratio, which remained subject to finalization of

the share-count calculation. The Patrick board also reviewed the implied value and premium to LCI stockholders,

the historical exchange ratio between Patrick common stock and LCI common stock, relative valuation analyses,

selected public company and discounted cash flow analyses, potential cost synergies, expected costs to achieve

synergies and the proposed governance arrangements for the combined company. The Patrick board also discussed

the strategic rationale for the transaction, potential benefits to Patrick shareholders and risks and countervailing

considerations, including integration risk, regulatory risk, and the risk that anticipated synergies might not be

achieved and the fixed exchange ratio and market risks associated with an all-stock transaction.

At this meeting, J.P. Morgan reviewed its financial analyses of the Initial Agreed Exchange Ratio. Following its

presentation, J.P. Morgan delivered to the Patrick board its oral opinion to the effect that, as of such date, and based

upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review

undertaken by J.P. Morgan in preparing its opinion, the Initial Agreed Exchange Ratio was fair, from a financial

point of view, to Patrick. A representative of Baird then reviewed Baird’s financial analyses of the Initial Agreed

Exchange Ratio and, following discussion, Baird delivered to the Patrick board its oral opinion to the effect that, as

of such date, and based upon and subject to the assumptions, qualifications, limitations and other matters undertaken

in preparing its opinion, the Initial Agreed Exchange Ratio was fair, from a financial point of view, to Patrick. For a

description of the opinions of J.P. Morgan and Baird, see the sections titled “Opinions of Patrick’s Financial

Advisors—Opinion of J.P. Morgan Securities LLC” and “Opinions of Patrick’s Financial Advisors—Opinion of

Robert W. Baird & Co. Incorporated.”

On June 29, 2026, the LCI board held a meeting with members of LCI management and representatives of K&E

and PWP. At this meeting, PWP reviewed its financial analyses of the Initial Agreed Exchange Ratio.

Representatives of K&E also, among other things, outlined the LCI board’s fiduciary duties and reviewed the key

terms of the merger agreement and other transaction documents, including the transaction structure, the Initial

Agreed Exchange Ratio, termination fees, regulatory provisions, equity award treatment, and governance

arrangements. At this meeting PWP also confirmed it had no material prior relationships with Patrick during the

prior two-year period. Ms. Henkels noted the LCI board would reconvene that evening for PWP to deliver its formal

oral fairness opinion and for the LCI board to vote on transaction approval resolutions.

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After the close of market on June 29, 2026, the Patrick board reconvened to consider approval of the merger

agreement and the transactions contemplated thereby. At the meeting, members of Patrick management and

representatives of McDermott reviewed the terms of the merger agreement and related matters, including the

transaction structure, shareholder approval requirements, regulatory approval requirements, fiduciary-out provisions,

termination provisions, governance arrangements and closing conditions. A representative of McDermott also

reviewed with the Patrick board its fiduciary duties in connection with the proposed transaction and the interests of

certain Patrick directors and executive officers in the transaction, as described under “Interests of Patrick Directors

and Executive Officers in the Merger.” The Patrick board was advised that the then-calculated Initial Agreed

Exchange Ratio remained subject to final confirmation of the share-count calculations. Prior to a portion of the

Patrick board’s final deliberations, Mr. Nemeth and Mr. Cleveland, each of whom had been designated for

leadership roles in the combined company, were excused from the meeting. Following further deliberations by the

remaining directors, Messrs. Nemeth and Cleveland rejoined the meeting. The Patrick board then unanimously

determined that the merger agreement and the transactions contemplated thereby, on the principal terms presented to

the Patrick board, including the Agreed Pro Forma Ownership Ratio, were advisable and in the best interests of

Patrick and its shareholders. The Patrick board approved the merger agreement substantially in the form presented,

authorized Patrick’s officers to finalize and execute the merger agreement consistent with the principal terms

approved by the Patrick board, including the Agreed Pro Forma Ownership Ratio, and resolved to recommend that

Patrick shareholders approve the Patrick share issuance proposal and the Patrick authorized stock increase proposal.

The Patrick board also directed management to inform the Patrick board of the final agreed exchange ratio prior to

execution of the merger agreement. For a discussion of the factors considered by the Patrick board in reaching its

determination, see the section titled “Recommendation of the Patrick Board of Directors and Reasons for the

Merger.”

Later on June 29, 2026, after the close of market, the LCI board reconvened with members of LCI management

and representatives of K&E and PWP. Representatives of K&E confirmed that final documents, including a

substantially final merger agreement, had been received from Patrick’s counsel and were consistent with the terms

discussed at the earlier session. Representatives of PWP then rendered PWP’s oral opinion to the LCI board to the

effect that, as of June 29, 2026, and based upon and subject to the assumptions made, procedures followed, factors

considered and qualifications and limitations on the review undertaken by PWP, the Merger Consideration,

consisting of the Initial Agreed Exchange Ratio, to be received by the holders of outstanding shares of LCI common

stock (other than any such shares held by LCI, Patrick or any of their respective subsidiaries (the “Excluded

Shares”)) in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders.

Following discussion, including as to the matters described below in the section titled “Recommendation of the

LCI Board of Directors and Reasons for the Merger,” the LCI board unanimously (i) determined that the merger

agreement and the merger were advisable and fair to, and in the best interests of, LCI and the LCI stockholders, (ii)

approved (A) the form, terms and conditions of the merger agreement, (B) the execution, delivery and performance

by LCI thereof and (C) subject to the adoption of the merger agreement at the LCI special meeting, the

consummation of the transactions contemplated by the merger agreement, including the merger, (iii) resolved to

recommend that the LCI stockholders adopt the merger agreement on the terms and subject to the conditions set

forth in the merger agreement and (iv) directed that the adoption of the merger agreement be submitted to the LCI

stockholders at the LCI special meeting.

Following the Patrick board meeting and the LCI board meeting, when determining the final agreed exchange

ratio, Patrick’s financial advisors determined that, based on updated capitalization information, the Initial Agreed

Exchange Ratio presented to the Patrick board would not precisely implement the Agreed Pro Forma Ownership

Ratio. Representatives of J.P. Morgan provided the updated Patrick capitalization information to representatives of

PWP, and the representatives aligned on revising the Initial Agreed Exchange Ratio to a ratio of 1.2440 shares of

Patrick common stock for each share of LCI common stock (the “Final Agreed Exchange Ratio”) in order to

implement the Agreed Pro Forma Ownership Ratio. The recalculation reflected the updated capitalization

information and did not alter the Agreed Pro Forma Ownership Ratio or any other principal term of the transaction.

On the morning of June 30, 2026, following confirmation of the Final Agreed Exchange Ratio and before

execution of the merger agreement, Patrick received the written opinions of J.P. Morgan and Baird, each to the

effect that, as of the respective dates thereof and based upon and subject to the assumptions made, procedures

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followed, matters considered and limitations and qualifications on the review undertaken in preparing their

respective written opinions, the Final Agreed Exchange Ratio was fair, from a financial point of view, to Patrick. For

a description of the opinions of J.P. Morgan and Baird, see the sections titled “Opinions of Patrick’s Financial

Advisors—Opinion of J.P. Morgan Securities LLC” and “Opinions of Patrick’s Financial Advisors—Opinion of

Robert W. Baird & Co. Incorporated.” Each member of the Patrick board was informed of the Final Agreed

Exchange Ratio and provided written confirmation that Patrick should proceed with the transaction on the basis of

the Final Agreed Exchange Ratio.

On June 30, 2026, following confirmation of the Final Agreed Exchange Ratio, the LCI board held a meeting

with members of LCI management and representatives of K&E and PWP for the purpose of considering the Final

Agreed Exchange Ratio in light of updated Patrick capitalization information. Representatives of PWP reviewed

with the LCI board the circumstances giving rise to the revision, noting that the Final Agreed Exchange Ratio was

more favorable to LCI stockholders than the Initial Agreed Exchange Ratio reviewed by the LCI board the prior

evening. Representatives of K&E reviewed with the LCI board the updates to the merger agreement made since the

June 29, 2026 meeting of the LCI board to reflect the Final Agreed Exchange Ratio. Representatives of PWP then

reviewed with the LCI board PWP’s financial analyses of the potential transaction, updated to reflect the Final

Agreed Exchange Ratio, and noted that such updated analyses were consistent with the analyses PWP had presented

to the LCI board on June 29, 2026. Representatives of PWP then rendered PWP’s oral opinion, subsequently

confirmed by delivery of a written opinion dated June 30, 2026, to the effect that, as of such date, and based upon

and subject to the assumptions made, procedures followed, factors considered and qualifications and limitations on

the review undertaken by PWP, the Merger Consideration, consisting of the Final Agreed Exchange Ratio, to be

received by the holders of outstanding shares of LCI common stock (other than holders of Excluded Shares) in the

merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. The full text of

PWP’s written opinion is attached as Annex F to this joint proxy statement/prospectus, and PWP’s opinion is more

fully described in the section of this joint proxy statement/prospectus titled “Opinion of LCI’s Financial Advisor—

Opinion of Perella Weinberg Partners LP.” Following discussion, including as to the matters described below in the

section titled “Recommendation of the LCI Board of Directors and Reasons for the Merger,” the LCI board

unanimously rescinded the resolutions it had adopted on June 29, 2026 and (i) determined that the merger agreement

and the merger were advisable and fair to, and in the best interests of, LCI and the LCI stockholders, (ii) approved

(A) the form, terms and conditions of the merger agreement, (B) the execution, delivery and performance by LCI

thereof and (C) subject to the adoption of the merger agreement at the LCI special meeting, the consummation of the

transactions contemplated by the merger agreement, including the merger, (iii) resolved to recommend that the LCI

stockholders adopt the merger agreement on the terms and subject to the conditions set forth in the merger

agreement and (iv) directed that the adoption of the merger agreement be submitted to the LCI stockholders at the

LCI special meeting.

Later that morning, Patrick, LCI, Planet First Merger Sub Inc. and Planet Second Merger Sub LLC entered into

the merger agreement, and Patrick and LCI issued a joint press release announcing the execution of the merger

agreement before the opening of trading.

Under the merger agreement, each outstanding share of LCI common stock will be converted into the right to

receive 1.2440 shares of Patrick common stock, with cash in lieu of fractional shares. Immediately following the

closing, pre-closing Patrick shareholders are expected to own approximately 52% of the combined company and

pre-closing LCI stockholders are expected to own approximately 48% of the combined company. The merger

agreement provides that the combined company board will consist of 12 directors, six designated by Patrick and six

designated by LCI, with Mr. Nemeth continuing as chief executive officer, Mr. Cleveland serving as chair of the

combined company board and Mr. Sirpilla serving as vice chair of the combined company board.

Merger Consideration to LCI Stockholders

At the first effective time, each issued and outstanding share of LCI common stock (other than shares of LCI

common stock held by LCI, Patrick or any of their respective subsidiaries immediately prior to the first effective

time) will be converted into the right to receive 1.2440 fully paid and nonassessable shares of Patrick common stock

(which we refer to as the “share consideration”). Following the merger, LCI common stock will be delisted from the

NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

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LCI stockholders that would have otherwise been entitled to receive a fractional share of Patrick common stock

will instead be entitled to receive cash (without interest) in an amount equal to such fractional amount multiplied by

the volume-weighted average trading price for Patrick common stock on the Nasdaq on each of the five consecutive

trading days ending on (and including) the last trading day immediately prior to the closing date, rounded to the

nearest cent (with 0.5 of a cent being rounded upward) (which cash consideration in lieu of a fractional share we

refer to as the “fractional share cash consideration” and, together with the share consideration, the “merger

consideration”). No LCI stockholder will be entitled by virtue of the right to receive consideration with respect to

fractional shares to any dividends, voting rights or any other rights in respect of any fractional share of Patrick

common stock.

Closing and Effective Time of the Merger

The closing of the merger will take place at 7:45 a.m. Eastern Time on the third business day after all conditions

set forth in the merger agreement have been satisfied or waived (other than those conditions that by their terms are to

be fulfilled at the closing, but subject to the fulfillment or waiver of such conditions), by way of electronic exchange

of documents, unless another time, date or manner of closing is agreed in writing by the parties. For a description of

the conditions to the closing, see the section titled “The Merger Agreement—Conditions to the Closing of the

Merger.”

If the merger is consummated, the first merger will become effective upon the due filing of the certificate of

merger relating to the first merger with the Secretary of State of the State of Delaware or at such later time as Patrick

and LCI will agree and specify in such certificate of merger (which we refer to as the “effective time”). The second

merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of

Delaware and articles of merger with the Secretary of State of the State of Indiana, or at such later time as Patrick

and LCI agree and specify in those filings (which we refer to as the “closing effective time”).

Governance of the Combined Company Following the Consummation of the Merger

Name and Ticker Symbol of the Combined Company

Pursuant to the merger agreement, Patrick and LCI are required to mutually agree upon a proposed new

corporate name for Patrick, and Patrick is required to take the actions contemplated by the merger agreement to seek

to cause the new name to become effective in connection with the completion of the merger. Patrick and LCI have

agreed upon the proposed new corporate name “[              ].” If the Patrick articles amendment and restatement

proposal is approved by Patrick shareholders, Patrick’s corporate name will be changed to “[              ]” in

connection with the completion of the merger.

Patrick common stock, including the shares of Patrick common stock to be issued to LCI stockholders in

connection with the merger, will continue to be listed on the Nasdaq under the ticker symbol “PATK” following

completion of the merger.

Articles of Incorporation and Bylaws of the Combined Company

If the Patrick articles amendment and restatement proposal is approved by Patrick shareholders, Patrick’s

articles of incorporation will be amended and restated in the form attached as Annex B to this joint proxy statement/

prospectus in connection with the completion of the merger, and, as so amended and restated, will be the articles of

incorporation of the combined company until subsequently amended in accordance with their terms and applicable

law. Approval of the Patrick articles amendment and restatement proposal is not a condition to completion of the

merger. If the proposal is not approved and the merger is otherwise completed, Patrick’s existing articles of

incorporation will remain in effect, subject to the separate amendment increasing the number of authorized shares of

Patrick common stock contemplated by the Patrick authorized stock increase proposal and any subsequent

amendments adopted in accordance with applicable law.

Prior to closing, the Patrick board will take all actions necessary to cause the bylaws of Patrick (which we refer

to as the “Patrick bylaws”), as in effect immediately prior to the first effective time, to be amended and restated as of

the first effective time as set forth in Annex C to this joint proxy statement/prospectus, and as so amended and

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restated, will be the combined company bylaws, until thereafter amended as provided therein, in the articles of

incorporation of the combined company or by applicable law.

Board of Directors of the Combined Company

The combined company board will have 12 members, comprised of

•six directors designated by Patrick, which shall consist of (the “Patrick designees”):

•Andy L. Nemeth, the current Chief Executive Officer of Patrick and Chairman of the Patrick board;

•Todd M. Cleveland, a current director on the Patrick; and

•four directors from among the other members of the Patrick board as of immediately prior to the first

effective time, each of whom will be designated by the Patrick board prior to the first effective time of

the merger;

•six directors designated by LCI, which shall consist of (the “LCI designees”):

•John A. Sirpilla, the current Interim Chief Executive Officer of LCI and a current director on the LCI

board; and

•five directors from among the members of the LCI board as of immediately prior to the first effective

time, each of whom will be designated by the LCI board prior to the first effective time of the merger.

As of the date of this joint proxy statement/prospectus, other than as set forth above, the individuals to serve on

the board of directors of the combined company at the first effective time have not been determined.

From the closing of the merger until the second anniversary of the closing, any vacancy on the board of

directors of the combined company may be filled only by the affirmative vote of a majority of directors then in

office and shall be based upon the recommendation of the Nominating and Governance Committee of the Board.

Committees of the Board of Directors of the Combined Company

Patrick has agreed to take all actions necessary to cause, as of the first effective time of the merger, the board of

directors of the combined company to have the following standing committees: (i) an Audit Committee, (ii) a

Compensation Committee, (iii) a Nominating and Governance Committee and (iv) a Capital Allocation and Strategy

Committee (collectively, the “Committees” and each a “Committee”). Each Committee will consist of four (4)

directors comprised of two (2) Patrick designees and two (2) LCI designees (unless a greater number of directors is

mutually agreed by the parties), subject to applicable law and applicable stock exchange listing standards (including

applicable independence requirements). The chairperson of each of the Audit Committee and the Compensation

Committee will be a Patrick designee and the chairperson of each of the Capital Allocation and Strategy Committee

and the Nominating and Governance Committee will be an LCI Designee.

Chairman and Vice Chairman of the Board of Directors of the Combined Company; Management of the

Combined Company

As of the first effective time of the merger, the Chairman of the board of the combined company will be Mr.

Cleveland, who is a current director on the Patrick board. If Mr. Cleveland is not then serving as a director of Patrick

or is unwilling or unable to serve as the Chairman of the combined company board at the closing effective time, as a

result of death, removal, resignation or any other reason, then the Vice Chairman (as described below) shall serve as

the Chairman of the combined company board at the closing effective time, and Patrick (acting through the Patrick

board) shall select and designate (after consultation with LCI) an alternative member of the Patrick board to serve as

the Vice Chairman of the combined company board at the closing effective time.

As of the first effective time of the merger, the Vice Chairman of the board of the combined company will be

Mr. Sirpilla, who is the current Interim Chief Executive Officer and a director of LCI. If Mr. Sirpilla is not then

serving as a director of LCI or is unwilling or unable to serve as the Vice Chairman of the combined company board

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at the closing effective time, as a result of death, removal, resignation or any other reason, then LCI (acting through

the LCI board) shall select and designate (after consultation with Patrick) an alternative member of the LCI board to

serve as the Vice Chairman of the combined company board at the closing effective time.

As of the first effective time of the merger, Mr. Nemeth, the current Chief Executive Officer of Patrick, shall

serve as the Chief Executive Officer of the combined company. If Mr. Nemeth is not then serving as the Chief

Executive Officer of Patrick or is unwilling or unable to serve as the Chief Executive Officer of the combined

company at the closing effective time, as a result of death, removal, resignation or any other reason, then Patrick

(acting through the Patrick board) shall select and designate the individual who will serve as the Chief Executive

Officer of the combined company.

From the closing of the merger until the second anniversary of the closing, the board of directors of the

combined company may not remove the Chief Executive Officer of the combined company without the affirmative

vote of at least 75% of the total number of authorized directors of the combined company (excluding the directorship

of the Chief Executive Officer, if then serving as a director).

As of the date of this joint proxy statement/prospectus, other than as set forth above, the individuals to serve as

executive officers of the combined company at the first effective time have not been determined.

Ownership of the Combined Company

Immediately after the closing of the merger, it is expected that Patrick shareholders as of immediately prior to

the merger will own approximately 52%, and LCI stockholders as of immediately prior to the merger will own

approximately 48%, of the issued and outstanding shares of the combined company’s stock, in each case calculated

based on the fully diluted market capitalizations of Patrick and LCI as of the date of signing of the merger

agreement. The exact ownership interests of Patrick shareholders and LCI stockholders in the combined company

immediately following the merger will depend on the number of shares of Patrick common stock and the number of

shares of LCI common stock issued and outstanding immediately prior to the first effective time and the number of

issued and outstanding LCI equity awards to be settled in shares of Patrick common stock in connection with the

merger, as provided in the section titled “The Merger Agreement—Merger Consideration.”

Recommendation of the Patrick Board of Directors and Reasons for the Merger

At its meeting on June 29, 2026, the Patrick board unanimously determined that the merger agreement and the

transactions contemplated thereby, including the merger, the issuance of shares of Patrick common stock to LCI

stockholders in connection with the merger and the amendment to Patrick’s articles of incorporation to increase the

number of authorized shares of Patrick common stock, were advisable and in the best interests of Patrick and its

shareholders; approved the merger agreement and the transactions contemplated thereby; and resolved to

recommend that Patrick shareholders approve the Patrick share issuance proposal and the Patrick authorized stock

increase proposal. At its meeting on September 23, 2026, the Patrick board unanimously resolved to recommend that

Patrick shareholders approve the Patrick articles amendment and restatement proposal.

The Patrick board unanimously recommends that Patrick shareholders vote “FOR” the Patrick share

issuance proposal, “FOR” the Patrick authorized stock increase proposal “FOR” the Patrick articles

amendment and restatement proposal and “FOR” the Patrick adjournment proposal.

In evaluating the merger agreement and the transactions contemplated thereby, the Patrick board held numerous

meetings, consulted with Patrick management and Patrick’s legal and financial advisors, and considered a number of

factors, including the perceived benefits, risks, uncertainties and other potentially negative factors associated with

the merger. The following discussion includes the principal factors considered by the Patrick board and is not

intended to be exhaustive. The factors are not necessarily presented in order of relative importance.

Strategic, Financial and Other Factors Supporting the Merger

•Strategic fit and complementary product portfolios. The complementary nature of Patrick’s and LCI’s

product portfolios, capabilities and customer relationships would fill gaps in each company’s portfolio,

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create a broader, solutions-oriented component platform serving outdoor enthusiast, housing, transportation

and other markets, and enable the combined company to offer more integrated solutions to customers. The

product overlap of Patrick and LCI’s products represented less than 10% of combined revenue on a pro

forma basis in 2025 based on the information presented to the Patrick board.

•Greater diversification and resilience. The expected diversification of the combined company across end

markets, products, customers and channels should increase the combined company’s ability to perform

through industry cycles and reduce reliance on any single market or product category. Based on the

information presented to the Patrick board, the combined company’s revenue mix by end market on a pro

forma basis in 2025 was expected to include approximately 50% recreational vehicle, 17% housing, 12%

marine, 10% transportation, 6% truck and offroad and 5% powersports revenue, with aftermarket revenue

representing approximately 16% of pro forma 2025 revenue.

•Broader innovation and commercial capabilities. Patrick’s integrated design-to-delivery capabilities

combined with LCI’s expertise in highly engineered structural, original equipment and aftermarket

components are expected to enhance research and development and commercialization capabilities, and

create cross-selling and other organic growth opportunities.

•Aftermarket opportunity. Patrick’s access to LCI’s established aftermarket distribution capabilities would

expand Patrick’s aftermarket sales opportunities. The combined company’s expected aftermarket platform

represented more than $1.3 billion of revenue on a pro forma basis in 2025, based on the information

presented to the Patrick board. The Patrick board also considered the large installed base of approximately

8.1 million recreational vehicles and 10 million boats identified in the materials presented to it when

assessing the aftermarket sales potential and the fact that aftermarket demand is expected to be less

dependent on new unit production when assessing the potential aftermarket opportunities.

•Scale and financial profile. The expected scale of the combined company, including approximately $8.1

billion of pro forma revenue, approximately $1.0 billion of adjusted EBITDA and approximately $508

million of free cash flow on a pro forma basis in the twelve months trailing March 2026 based on the

financial information reviewed by the Patrick board, should enhance the combined company’s capacity to

invest in organic growth, innovation and strategic acquisitions.

•Synergies and accretion. The merger is expected to generate approximately $150 million of net annual

run-rate cost synergies within three years, principally from general and administrative efficiencies, facility

and operational optimization and procurement opportunities, which should cause the merger to be accretive

to adjusted earnings per share in the first full year following closing.

•Balance sheet and capital allocation. The combined company is expected to generate strong cash flow

generation and pro forma net leverage of approximately 2.1x in the first full year following closing, which

was below Patrick’s stated leverage target of approximately 2.5x based on the information presented to the

Patrick board. The Patrick board believed this financial profile would support continued investment in

organic growth and innovation, disciplined strategic acquisitions, capital returns and financial flexibility.

•Continued participation in upside by Patrick shareholders. Patrick shareholders’ ownership of

approximately 52% of the combined company will allow them to participate in the expected synergies,

growth opportunities and potential future appreciation of the combined company without Patrick funding

cash consideration in the merger.

•Exchange ratio and relative valuation. The Patrick board believed that the 1.2440 exchange ratio

appropriately reflected the relative values of Patrick and LCI, taking into account the movement in the

parties’ relative trading prices during the process, current and historical trading prices, financial

performance and prospects, and provided Patrick shareholders with an appropriate economic interest in the

combined company, including approximately 52% ownership of the combined company immediately

following the merger.

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•Leadership and governance continuity. The leadership and governance arrangements for the combined

company are expected to provide continuity of leadership and strategic direction and facilitate integration

of the two companies, including through Patrick remaining the publicly traded parent, continued trading

under the PATK ticker symbol, Mr. Nemeth serving as Chief Executive Officer, Mr. Cleveland serving as

Chair, and Mr. Sirpilla serving as Vice Chair.

•Management depth and cultural alignment. The companies’ complementary management capabilities,

shared commitments to customer service and partnership, innovation, operational execution and disciplined

growth, and depth of management talent are expected to facilitate integration of the two companies and

support long-term value creation.

•Negotiation process and evolution of terms. The negotiation process, including Patrick’s decision to

discontinue discussions in May 2026 when the parties had not reached agreement on acceptable relative

valuation and other material terms and the subsequent evolution of the economic and governance terms

after discussions resumed in June 2026, resulted in an agreed approximately 52%/48% ownership

allocation and governance arrangements that preserved important elements of Patrick’s leadership and

strategic continuity, including Mr. Cleveland serving as Chair.

•Alternatives and standalone prospects. The merger offered a more attractive opportunity for long-term

shareholder value creation than Patrick’s standalone plan or the other strategic alternatives reasonably

available to Patrick, based on the Patrick board’s assessment of those alternatives and Patrick’s standalone

prospects.

•Due diligence and knowledge of the businesses. The Patrick board’s knowledge of Patrick’s business,

financial condition, strategy and prospects, together with its review of publicly available and nonpublic

information regarding LCI and the results of Patrick’s business, legal, financial, accounting, tax, regulatory

and other diligence, provided the Patrick board with a substantial information base for evaluating the

expected benefits and risks of the merger.

•Opinion of J.P. Morgan. The financial analyses presented by J.P. Morgan to the Patrick board and J.P.

Morgan’s oral opinion delivered on June 29, 2026, which was subsequently confirmed by delivery of its

written opinion dated June 30, 2026, provided the Patrick board with additional financial information

relevant to its evaluation of the exchange ratio, including J.P. Morgan’s opinion that, as of the date of its

opinion and based upon and subject to the assumptions made, procedures followed, matters considered and

limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in the

proposed merger was fair, from a financial point of view, to Patrick, as more fully described below in the

section titled “—Opinions of Patrick’s Financial Advisors—Opinion of J.P. Morgan Securities LLC.”  The

full text of the written opinion of J.P. Morgan, dated June 30, 2026, which sets forth, among other things,

the assumptions made, procedures followed, matters considered and limitations on the review undertaken

by J.P. Morgan in preparing its opinion, is attached as Annex D to this joint proxy statement/prospectus and

is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy

statement/prospectus is qualified in its entirety by reference to the full text of such opinion.

•Opinion of Baird. The financial analyses presented by Baird to the Patrick board and Baird’s oral opinion

rendered on June 29, 2026, which was subsequently confirmed by delivery on June 30, 2026 of its written

opinion, provided the Patrick board with additional financial information relevant to its evaluation of the

exchange ratio, including Baird’s opinion that, as of the date of its opinion and based upon and subject to

the qualifications, limitations, assumptions and other matters undertaken in preparing its written opinion,

the exchange ratio in the merger was fair, from a financial point of view, to Patrick, as more fully described

below in the section titled “—Opinions of Patrick’s Financial Advisors—Opinion of Robert W. Baird & Co.

Incorporated.” The full text of Baird’s written opinion is attached as Annex E to this joint proxy statement/

prospectus and is incorporated herein by reference.

•Terms of the merger agreement. The representations, warranties, covenants, closing conditions,

reciprocal no-solicitation and board recommendation provisions, termination rights and fees, regulatory

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efforts provisions and other terms of the merger agreement provide a framework that the Patrick board

considered reasonable and that appropriately allocates transaction risk between the parties while supporting

completion of the merger.

•Transaction structure and likelihood of completion. The absence of a financing condition, the use of a

transaction structure designed to avoid triggering change-of-control provisions under Patrick’s existing

indebtedness and the reciprocal obligations to seek the required regulatory approvals are expected to reduce

execution risk and enhance the likelihood that the merger will be completed on the contemplated terms.

•Shareholder approval. The requirement that Patrick shareholders approve the issuance of Patrick common

stock to LCI stockholders in connection with the merger and the amendment to Patrick’s articles of

incorporation to increase the number of authorized shares of Patrick common stock gives Patrick

shareholders the opportunity to vote directly on matters that are conditions to completion of the merger.

Risks, Uncertainties and Other Potentially Negative Factors

•Fixed exchange ratio and market risk. Because the exchange ratio is fixed and will not adjust for changes

in the relative market prices of Patrick common stock and LCI common stock before closing, changes in

those market prices could affect the relative value of the merger consideration and the economic interests of

Patrick shareholders in the combined company.

•Dilution to Patrick Shareholders. The issuance of Patrick common stock to LCI stockholders will dilute

the ownership and voting interests of pre-closing Patrick shareholders, who are expected to own

approximately 52% of the combined company immediately following completion of the merger.

•Integration and synergy risk. The integration of two large public companies will involve significant

operational and organizational complexity and costs, and there is a risk that expected synergies, operational

efficiencies, accretion and other anticipated benefits of the merger may not be realized in the anticipated

amounts or time frames, or at all.

•Regulatory and litigation risk. The requirement to obtain antitrust and other regulatory approvals creates

a risk of delay, governmental challenge, litigation or the imposition of remedies or commitments that could

adversely affect the anticipated benefits of the merger, particularly in light of the public regulatory scrutiny

that had already arisen during the process. In addition, the merger could give rise to stockholder or other

private litigation that could result in additional costs, management distraction or delay in completing the

merger.

•Closing risk and consequences of noncompletion. The merger is subject to Patrick shareholder approvals,

LCI stockholder approval, regulatory approvals and other closing conditions that may not be obtained or

satisfied, and any delay in or failure to complete the merger could adversely affect Patrick’s business,

employees, customer relationships, market price and strategic plans.

•Business disruption and transaction costs. The implementation of the merger may divert management

attention, restrict certain aspects of Patrick’s operations and result in significant transaction, integration and

other costs, some of which may be incurred regardless of whether the merger is completed.

•Stakeholder reactions. Customers, suppliers, employees, competitors and other business partners may

react adversely to the merger or alter their relationships with Patrick or LCI, which could adversely affect

the companies’ businesses or the anticipated benefits of the merger.

•Deal protection provisions. The restrictions on soliciting alternative transactions, procedures governing

unsolicited proposals and changes in recommendation, and obligation to pay a termination fee in specified

circumstances could discourage another party from making an alternative proposal or otherwise limit

Patrick’s flexibility to pursue a competing transaction.

•Shared governance and management execution. Equal representation of Patrick and LCI designees on

the combined company board, together with potential differences in corporate cultures, operating practices

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or views regarding integration and strategy, could complicate decision-making or impair execution of the

combined company’s business strategy.

•Interests of directors and executive officers. Certain Patrick directors and executive officers have

interests in the merger that may be different from, or in addition to, the interests of Patrick shareholders

generally, which could create actual or perceived conflicts of interest in connection with the evaluation and

approval of the merger, as described under “—Interests of Patrick Directors and Executive Officers in the

Merger.”

•Other risks. The merger and the combined company will also be subject to the other risks described under

“Risk Factors” and the matters described under “Cautionary Statement Regarding Forward-Looking

Statements.”

The Patrick board considered all of the foregoing factors as a whole and concluded that, on balance, the

potential benefits of the merger to Patrick and its shareholders outweighed the risks and potentially negative factors.

The foregoing discussion is not intended to be exhaustive and may not include all factors considered by the Patrick

board. In view of the wide variety of factors considered and the complexity of these matters, the Patrick board did

not consider it practical to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights to

the factors considered. Individual directors may have given different weights to different factors. The Patrick

board’s determinations and recommendation were based on the totality of the information presented to and

considered by it.

In considering the recommendation of the Patrick board, Patrick shareholders should be aware that certain

Patrick directors and executive officers may have interests in the merger that are different from, or in addition to, the

interests of Patrick shareholders generally. The Patrick board was aware of and considered these interests in

approving the merger agreement and recommending approval of the Patrick share issuance proposal, the Patrick

authorized stock increase proposal and the Patrick articles amendment and restatement proposal. See “—Interests of

Patrick Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors considered by the Patrick board is forward looking in

nature and should be read in light of the factors described under “Cautionary Statement Regarding Forward Looking

Statements.”

Opinions of Patrick’s Financial Advisors

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter, Patrick retained J.P. Morgan as its lead financial advisor in connection with

the proposed merger.

At the meeting of the Patrick board on June 29, 2026, J.P. Morgan rendered its oral opinion to the Patrick board

to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters

considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in

the proposed merger was fair, from a financial point of view, to Patrick. J.P. Morgan confirmed its June 29, 2026

oral opinion by delivering its written opinion dated June 30, 2026 to the Patrick board, that, as of such date, the

exchange ratio in the proposed merger was fair, from a financial point of view, to Patrick.

The full text of the written opinion of J.P. Morgan, dated June 30, 2026, which sets forth, among other things,

the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P.

Morgan in preparing its opinion, is attached as Annex D to this joint proxy statement/prospectus and is incorporated

herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is

qualified in its entirety by reference to the full text of such opinion. Patrick’s shareholders are urged to read the

opinion in its entirety. J.P. Morgan’s opinion was addressed to the Patrick board (in its capacity as such) in

connection with and for the purposes of its evaluation of the proposed merger and was limited to the fairness, from a

financial point of view, of the exchange ratio to Patrick in the proposed merger and did not address any other aspect

of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of the exchange ratio in the proposed

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merger to the holders of any class of securities, creditors or other constituencies of Patrick or as to the underlying

decision by Patrick to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a

fairness opinion committee of J.P. Morgan. The opinion does not constitute a recommendation to any shareholder of

Patrick as to how such shareholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

•reviewed the merger agreement;

•reviewed certain publicly available business and financial information concerning Patrick and LCI and the

industries in which they operate;

•compared the financial and operating performance of Patrick and LCI with publicly available information

concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical

market prices of the Patrick common stock and LCI common stock and certain publicly traded securities of

such other companies;

•reviewed certain internal financial analyses and forecasts prepared by or at the direction of the

managements of Patrick and LCI relating to their respective businesses, as well as the estimated amount

and timing of cost savings and related expenses and synergies expected to result from the proposed merger

(the “Synergies”); and

•performed such other financial studies and analyses and considered such other information as J.P. Morgan

deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the management of Patrick and LCI with

respect to certain aspects of the proposed merger, and the past and current business operations of Patrick and LCI,

the financial condition and future prospects and operations of Patrick and LCI, the effects of the proposed merger on

the financial condition and future prospects of Patrick, and certain other matters J.P. Morgan believed necessary or

appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information

that was publicly available or was furnished to or discussed with J.P. Morgan by Patrick and LCI or otherwise

reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or

completeness and, pursuant to J.P. Morgan’s engagement letter with Patrick, J.P. Morgan did not assume any

obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with

any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Patrick or LCI

under any state or federal laws relating to bankruptcy, insolvency or similar matters.

In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the

Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best

currently available estimates and judgments by management as to the expected future results of operations and

financial condition of Patrick and LCI to which such analyses or forecasts relate. J.P. Morgan expressed no view as

to such analyses or forecasts (including the Synergies) or the assumptions on which they were based.

J.P. Morgan also assumed that the proposed merger and the other transactions contemplated by the merger

agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by,

representatives of Patrick, and will be consummated as described in the merger agreement. J.P. Morgan also

assumed that the representations and warranties made by Patrick and LCI in the merger agreement and the related

agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal,

regulatory or tax expert and relied on the assessments made by advisors to Patrick with respect to such issues. J.P.

Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the

consummation of the proposed merger will be obtained without any adverse effect on Patrick or LCI or on the

contemplated benefits of the proposed merger.

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The projections furnished to J.P. Morgan were prepared by Patrick’s management as discussed more fully in the

section titled “Certain Unaudited Prospective Financial Information” beginning on page 123 of this joint proxy

statement/prospectus. Patrick does not publicly disclose internal management projections of the type provided to J.P.

Morgan in connection with J.P. Morgan’s analysis of the proposed merger, and such projections were not prepared

with a view toward public disclosure. These projections were based on numerous variables and assumptions that are

inherently uncertain and may be beyond the control of Patrick’s management, including, without limitation, factors

related to general economic and competitive conditions, prevailing interest rates and other factors as set forth in the

section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 51 of this joint

proxy statement/prospectus. Accordingly, actual results could vary significantly from those set forth in such

projections. For more information regarding the use of projections and other forward-looking statements, please

refer to the section titled “Certain Unaudited Prospective Financial Information” beginning on page 123 of this joint

proxy statement/prospectus.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the

information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that

subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to

update, revise or reaffirm such opinion.

J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the exchange ratio in the

proposed merger to Patrick, and J.P. Morgan has expressed no opinion as to the fairness of the exchange ratio in the

proposed merger to the holders of any class of securities, creditors or other constituencies of Patrick or as to the

underlying decision by Patrick to engage in the proposed merger. Furthermore, J.P. Morgan expressed no opinion

with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the

proposed merger, or any class of such persons relative to the exchange ratio in the proposed merger or with respect

to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Patrick’s

common stock or LCI’s common stock will trade at any future time.

The terms of the merger agreement, including the exchange ratio, were determined through arm’s length

negotiations between Patrick and LCI, and the decision to enter into the merger agreement was solely that of

Patrick’s board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by

Patrick’s board in its evaluation of the proposed merger and should not be viewed as determinative of the views of

Patrick’s board or Patrick’s management with respect to the proposed merger or the exchange ratio.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation

methodologies in rendering its opinion to Patrick’s board on June 29, 2026 and in the financial analyses presented to

Patrick’s board on such date in connection with the rendering of such opinion. The following is a summary of the

material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Patrick board and

does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the

summaries of the financial analyses include information presented in tabular format. The tables are not intended to

stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be

read together with the full text of each summary. Considering the data set forth below without considering the full

narrative description of the financial analyses, including the methodologies and assumptions underlying the

analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples. Using publicly available information, J.P. Morgan compared selected financial data

of Patrick and LCI with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan

judged to be sufficiently analogous to Patrick and LCI, respectively. The companies selected by J.P. Morgan were as

follows:

•Polaris Inc.,

•Brunswick Corporation,

•THOR Industries, Inc.,

•Winnebago Industries, Inc.,

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•Fox Factory Holding Corp. and

•Dometic Group AB.

These companies were selected by J.P. Morgan, among other reasons, because they are publicly traded

companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, J.P. Morgan considered

to be similar to Patrick and LCI. However, certain of these companies may have characteristics that are materially

different from those of Patrick and LCI, as applicable. The analyses necessarily involve complex considerations and

judgments concerning differences in financial and operational characteristics of the companies involved and other

factors that could affect the selected companies differently than they would affect Patrick or LCI, as applicable.

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of the

firm value (calculated as equity value, plus or minus, as applicable, net debt or net cash) (the “FV”) to the analyst

consensus estimates of fiscal years 2026 and 2027 adjusted EBITDA for the applicable company (each calculated as

earnings before interest, tax, depreciation, amortization, and post-stock-based compensation) (“FV / 2026E Adj.

EBITDA” and “FV / 2027E Adj. EBITDA,” respectively).

Based on the results of this analysis, J.P. Morgan selected a FV / 2026E Adj. EBITDA multiple reference range

for Patrick and LCI of 7.00x to 11.25x and a FV / 2027E Adj. EBITDA multiple reference range for Patrick and LCI

of 6.25x to 9.50x and applied such reference ranges respectively to LCI’s and Patrick’s estimated 2026 and 2027

projected EBITDA for the fiscal years 2026 and 2027. The analysis derived the following ranges of implied equity

value per share of Patrick common stock and LCI common stock (rounded to the nearest $0.10):

J.P. Morgan compared the range of implied equity value per share of (i) Patrick common stock to the share price

of Patrick common stock of $93.18 on June 29, 2026 and (ii) LCI common stock to the share price of LCI common

stock of $100.12 on June 29, 2026.

Company		Metric		Implied Equity Value Per Share
Patrick .....................................................		FV / 2026E Adj. EBITDA		$61.20 – $118.40
		FV / 2027E Adj. EBITDA		$63.40 – $113.40
LCI ..........................................................		FV / 2026E Adj. EBITDA		$107.10 – $190.60
		FV / 2027E Adj. EBITDA		$115.70 – $191.40

Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of

determining an implied fully diluted equity value per share for both Patrick common stock and LCI’s common stock.

J.P. Morgan calculated the unlevered free cash flows that Patrick and LCI, respectively, are expected to generate

during the last three quarters of their respective fiscal year 2026 and their respective fiscal year 2027 through 2030

based on the Patrick Standalone Projections and the LCI Standalone Projections, respectively, as discussed more

fully in section titled “Certain Unaudited Prospective Financial Information” which were discussed with, and

approved by, the Patrick board for use by J.P. Morgan in connection with its financial analyses. J.P. Morgan also

calculated a range of terminal values of Patrick and LCI at the end of this period by applying perpetual growth rates

ranging from 1.5% to 2.5%, based on guidance provided by Patrick’s management, to estimates of terminal

unlevered free cash flow of Patrick and LCI at the end of fiscal year 2030, as provided in Patrick’s forecasts.

J.P. Morgan then discounted the unlevered free cash flows estimates and the range of terminal values to present

value as of March 31, 2026 using a range of discount rates from 8.25% to 9.25% for both Patrick and LCI, which

were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of both Patrick and LCI. 

The present values of the unlevered free cash flow estimates and the range of terminal values were then adjusted by

subtracting Patrick and LCI’s net debt, in each case, as of March 31, 2026, using the aforementioned discount rates

for both companies. This analysis indicated a range of implied per share equity value (rounded to the nearest $0.10)

of approximately (i) $178.50 to $229.20 per share of LCI common stock and (ii) $142.70 to $194.00 per share of

Patrick common stock. The range of the implied per share equity values for (i) Patrick common stock were

compared to the share price of Patrick common stock of $93.18 on June 29, 2026 and (ii) LCI common stock were

compared to the share price of LCI common stock of $100.12 on June 29, 2026.

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Implied Relative Value Analysis. J.P. Morgan compared the results for Patrick to the results for LCI with respect

to the public trading multiples and the discounted cash flow analyses described above. J.P. Morgan compared the

lowest equity value per share for Patrick to the highest equity value per share for LCI to derive the lowest implied

exchange ratio implied by each pair of results. J.P. Morgan also compared the highest equity value per share for

Patrick to the lowest equity value per share for LCI to derive the highest implied exchange ratio implied by each pair

of results. The ranges of the implied exchange ratios from this analysis were:

Method			Range of Implied Exchange Ratios
			Low		High
Trading Multiples	FV / 2026E Adj. EBITDA		0.9048x		3.1128x
	FV / 2027E Adj. EBITDA		1.0206x		3.0203x
Discounted Cash Flow			0.9201x		1.6062x

The ranges of implied exchange ratios resulting from the foregoing analysis were compared to the exchange

ratio of 1.2440x, as set forth in the merger agreement.

Discounted Cash Flow-Based Value Creation Analysis. J.P. Morgan prepared a value creation analysis that

compared the estimated implied equity value of Patrick on a stand-alone basis, using the midpoint value determined

in J.P. Morgan’s discounted cash flow analysis of Patrick described above, to the estimated Patrick shareholders’

portion of the pro forma combined company equity value. J.P. Morgan determined the Patrick shareholders’ portion

of the pro forma combined equity value by (i) adding the sum of (a) the equity value of Patrick, using the midpoint

value determined in J.P. Morgan’s discounted cash flow analysis of Patrick described above, (b) the equity value of

LCI derived using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of LCI described

above and (c) the net present value of expected Synergies using the midpoint value determined in J.P. Morgan’s

discounted cash flow analysis of the Synergies described below, (ii) subtracting the estimated one-time transaction

fees based on guidance provided by Patrick’s management and (iii) multiplying such result by the pro forma equity

ownership of the combined company by the existing holders of Patrick common stock of 52%.

J.P. Morgan determined the projected net present value of expected Synergies by conducting a discounted cash

flow analysis. J.P. Morgan calculated the unlevered free cash flows that the projected net Synergies were expected to

generate during fiscal year 2027 through fiscal year 2030 based on estimates by Patrick’s management. J.P. Morgan

also calculated a range of terminal values for the projected net Synergies at the end of this period by applying a

perpetual growth rate of 0.0%, based on guidance provided by Patrick’s management, to the estimated terminal

unlevered free cash flow of the projected net Synergies at the end of fiscal year 2030. The unlevered free cash flows

and the range of terminal values were then discounted to present values as of March 31, 2026 using a range of

discount rates from 8.25% to 9.25%, which range was chosen by J.P. Morgan based upon an analysis of the

weighted average cost of capital of Patrick. This analysis indicated a range of implied net present values of expected

Synergies of approximately $997 million to $1,140 million.

The value creation analysis indicated that the proposed merger represents accretion in value of approximately

6.0%, or $347 million, compared to the stand-alone value of Patrick. There can be no assurance, however, that the

expected Synergies and the estimated one-time transaction-related expenses and other impacts referred to above will

not be substantially greater or less than the estimate described above.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete

description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex

process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the

foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing

summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of

the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any

particular analysis or combination of analyses described above were merely utilized to create points of reference for

analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of either

Patrick or LCI. The order of analyses described does not represent the relative importance or weight given to those

analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any

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analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor

(positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan

considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors

or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by

J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable

than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or

otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected

companies reviewed as described in the above summary is identical to Patrick or LCI. However, the companies

selected were chosen because they are publicly traded companies with operations and businesses that, for purposes

of J.P. Morgan’s analysis, may be considered similar to those of Patrick and LCI. The analyses necessarily involve

complex considerations and judgments concerning differences in financial and operational characteristics of the

companies involved and other factors that could affect the companies compared to Patrick and LCI. As a part of its

investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses

and their securities in connection with mergers and acquisitions, investments for passive and control purposes,

negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations

for corporate and other purposes. J.P. Morgan was selected to advise Patrick with respect to the merger and deliver

an opinion to Patrick’s board with respect to the merger on the basis of, among other things, such experience and its

qualifications and reputation in connection with such matters and its familiarity with Patrick, LCI and the industries

in which they operate.

For financial advisory services rendered in connection with the proposed merger, Patrick has agreed to pay J.P.

Morgan a fee of $20 million, $5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered

its opinion and the remainder of which is contingent and payable upon the consummation of the proposed merger. 

In addition, Patrick has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its

services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities

arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had

any other material financial advisory or other material commercial or investment banking relationships with Patrick. 

During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had

commercial or investment banking relationships with LCI for which J.P. Morgan and its affiliates have received

customary compensation. Such services during such period for LCI have included acting as lead manager on a notes

offering in March 2025. During the two year period preceding delivery of its opinion ending on May 31, 2026, the

aggregate fees recognized by J.P. Morgan from Patrick and LCI were approximately $100,000 and $6 million,

respectively. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under

outstanding credit facilities of LCI, for which it receives customary compensation or other financial benefits. In

addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of

each of Patrick and LCI. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the

debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Patrick

or LCI for their own accounts or for the accounts of customers and, accordingly, they likely hold long or short

positions in such securities or other financial instruments.

Opinion of Robert W. Baird & Co. Incorporated

The Patrick board retained Baird in connection with the merger and to render an opinion as to the fairness, from

a financial point of view, to Patrick of the exchange ratio provided for in the merger pursuant to the merger

agreement.

On June 29, 2026, Baird delivered its oral opinion (which opinion was subsequently confirmed in writing on

June 30, 2026) to the effect that, as of the date of its opinion and based upon and subject to the assumptions,

procedures, matters and limitations set forth therein, the exchange ratio provided for in the merger pursuant to the

merger agreement was fair, from a financial point of view, to Patrick.

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The full text of Baird’s written opinion, dated June 30, 2026 which sets forth the assumptions made,

general procedures followed, matters considered and limitations on the review undertaken by Baird in

rendering its opinion, is attached as Annex E to this joint proxy statement/prospectus and is incorporated

herein by reference. Baird’s opinion is limited only to the fairness, as of the date of the opinion and from a

financial point of view, to Patrick of the exchange ratio and does not constitute a recommendation to any

shareholder as to how any shareholder should act or vote with respect to the merger. The summary of Baird’s

opinion set forth below is qualified in its entirety by reference to the full text of its opinion included as an

annex to this joint proxy statement/prospectus. Patrick shareholders are urged to read the opinion carefully

in its entirety.

In conducting its financial analyses and in arriving at its opinion, Baird reviewed information and took into

account financial and economic factors, investment banking procedures and considerations as Baird deemed relevant

under the circumstances. In connection therewith, and subject to the various assumptions, qualifications and

limitations set forth therein, Baird, among other things: (i) reviewed certain internal information, primarily financial

in nature, including (A) financial forecasts concerning the business and operations of Patrick, as furnished to Baird,

and prepared and certified, by Patrick’s management for purposes of Baird’s analysis, and LCI, as prepared by

management of LCI and furnished to Baird and certified by management of Patrick for purposes of Baird’s analysis

(together, the “Forecasts”) and the contemplated strategic, operating and cost benefits and/or synergies associated

with the merger (the “Expected Synergies”), as furnished to Baird, and prepared and certified, by Patrick’s

management for purposes of Baird’s analysis, (B) financial statements of Patrick for the fiscal years ended

December 31, 2023 through December 31, 2025 and for the three-month period ended March 29, 2026, which

Patrick’s management prepared and identified as being the most current financial statements for Patrick available,

and (C) financial statements of LCI for the fiscal years ended December 31, 2023 through December 31, 2025 and

for the three-month period ended March 31, 2026, which LCI’s management prepared and identified as being the

most current financial statements for LCI available; (ii) reviewed certain publicly available information, including,

but not limited to, Patrick’s and LCI’s recent filings with the SEC; (iii) reviewed the principal financial terms of the

draft dated June 29, 2026 of the merger agreement as they related to Baird’s analysis; (iv) compared the financial

position and operating results of Patrick and LCI with those of certain other publicly traded companies Baird

deemed relevant; (v) compared the historical market prices, trading activity and market trading multiples of Patrick

common stock and LCI common stock with those of certain other publicly traded companies Baird deemed relevant;

(vi) reviewed certain potential pro forma financial effects of the merger, including those reflected in the Expected

Synergies furnished to Baird, and prepared, by Patrick’s management and LCI’s management; and (vii) considered

the present values of the forecasted cash flows of Patrick and LCI. Baird held discussions with members of Patrick’s

senior management and LCI’s senior management concerning the historical and current financial condition and

operating results of each of Patrick and LCI, as well as the future prospects of Patrick and LCI, respectively. Baird

was not engaged or requested to, and Baird did not, solicit third party indications of interest in acquiring all or any

part of Patrick. Baird was not involved in assisting Patrick in obtaining any financing in connection with the merger.

Baird also considered other information, financial studies, analyses, investigations and financial, economic and

market criteria which it deemed relevant for the preparation of its opinion.

In arriving at its opinion, Baird assumed and relied upon, without independent verification, the accuracy and

completeness of all of the financial and other information that was publicly available or provided to Baird by or on

behalf of Patrick or LCI. Baird did not independently verify any publicly available information or information

supplied to it by or on behalf of Patrick or LCI. Baird was not engaged to independently verify, did not assume any

responsibility to verify, assumed no liability for, and expressed no opinion on, any of this information, and Baird

assumed and relied upon, without independent verification, that Patrick was not aware of any information that might

be material to Baird’s opinion that had not been provided to Baird. Baird assumed and relied upon, without

independent verification, that: (i) all material assets and liabilities (contingent or otherwise, known or unknown) of

Patrick and LCI were as set forth in their respective most recent financial statements provided to Baird, and there

was no information or facts that would make any of the information reviewed by Baird incomplete or misleading;

(ii) the financial statements of Patrick and LCI provided to Baird presented fairly the results of operations, cash

flows and financial condition of Patrick and LCI, respectively, for the periods, and as of the dates, indicated and

were prepared in conformity with U.S. generally accepted accounting principles consistently applied; (iii) the

Forecasts and the Expected Synergies were reasonably prepared on bases reflecting the best available estimates and

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good faith judgments of Patrick’s and LCI’s senior management as to the future performance of Patrick and LCI,

respectively, and Baird relied, without independent verification, upon the Forecasts and Expected Synergies in the

preparation of its opinion, although Baird expressed no opinion with respect to the Forecasts and Expected

Synergies or any judgments, estimates, assumptions or basis on which they were based, and Baird assumed, without

independent verification, that the Forecasts and the strategic, operating and cost benefits and/or synergies reflected

in the Expected Synergies then-contemplated by Patrick’s management and LCI’s management used in Baird’s

analysis would be realized in the amounts and on the time schedule then-contemplated; (iv) in all respects material

to Baird’s analysis, the merger would be consummated in accordance with the terms and conditions of the merger

agreement without any amendment or modification thereto and without waiver by any party of any of the conditions

to their respective obligations thereunder; (v) in all respects material to Baird’s analysis, the representations and

warranties contained in the merger agreement were true and correct and that each party would perform all of the

covenants and agreements required to be performed by it under the merger agreement; (vi) all corporate,

governmental, regulatory or other consents and approvals (contractual or otherwise) required to consummate the

merger had been, or would be, obtained without the need for any divestitures or material changes to the exchange

ratio or other material financial terms or conditions of the merger or that would otherwise materially affect Patrick or

LCI or Baird’s analysis; and (vii) the merger would be treated as a tax-free reorganization for U.S. federal income

tax purposes. Baird relied upon and assumed, without independent verification, that the final form of any draft

documents referred to above would not differ in any material respect from such draft documents. Baird relied,

without independent verification, as to all legal, regulatory, accounting, insurance and tax matters regarding the

merger, on the advice of Patrick and its professional advisors, and Baird assumed that all of this advice was correct,

and Baird did not express an opinion on these matters as they related to the merger. In conducting Baird’s review,

Baird did not undertake or obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent

or otherwise, known or unknown) or solvency of Patrick or LCI nor did Baird make a physical inspection of the

properties or facilities of Patrick or LCI. Baird did not consider any expenses or potential adjustments to the

exchange ratio relating to the merger as part of its analysis. Baird expressed no opinion with respect to the impact of

the merger on Patrick’s financial condition, results of operations or cash flows, or on the price or trading range of the

Patrick common stock. In each case above, Baird made the assumptions and took the actions or inactions described

above with Patrick’s knowledge and consent.

Baird’s opinion necessarily was based upon economic, monetary and market conditions as they existed and

could be evaluated on the date of its opinion, and its opinion did not predict or take into account any changes which

may have occurred, or information which may have become available, after the date of its opinion. Baird was under

no obligation to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events

occurring after the date of its opinion. Furthermore, Baird expressed no opinion as to the prices or trading ranges at

which any of Patrick’s securities or LCI’s securities (including Patrick common stock and LCI common stock)

would trade following the date of its opinion or as to the effect of the merger on these prices or trading ranges, or

any earnings or ownership dilutive impact that may have resulted from Patrick’s issuance of its common stock as

part of the merger. These prices and trading ranges may have been affected by a number of factors, including but not

limited to (i) dispositions of the common stock of Patrick by shareholders within a short period of time after, or

other market effects resulting from, the announcement and/or effective date of the merger; (ii) changes in prevailing

interest rates and other factors which generally influence the price of securities; (iii) adverse changes in the current

capital markets; (iv) the occurrence of adverse changes in the financial condition, business, assets, results of

operations or prospects of Patrick or LCI or in Patrick’s or LCI’s industries; (v) any necessary actions by, or

restrictions of, federal, state or other governmental agencies or regulatory authorities; and (vi) timely completion of

the merger on terms and conditions that are acceptable to all parties at interest.

Baird’s opinion was prepared at the request and for the information of the Patrick board for its use in connection

with its evaluation of the merger, and may not be used for any other purpose or disclosed to any other party without

Baird’s prior written consent; provided, however, that its opinion may be reproduced in full in this joint proxy

statement/prospectus provided to Patrick’s shareholders in connection with the merger. Baird’s opinion did not

address the relative merits or risks of: (i) the merger, the merger agreement or any other agreements or other matters

provided for, or contemplated by, the merger agreement; (ii) any other transactions that may be, or might have been,

available as an alternative to the merger; or (iii) the merger compared to any other potential alternative transactions

or business strategies considered by the Patrick board and, accordingly, Baird relied upon its discussions with the

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senior management of Patrick with respect to the availability and consequences of any alternatives to the merger.

Baird’s opinion did not and does not constitute a recommendation to any director, the Patrick board, any security

holder or any other person as to how any person should vote or act with respect to the merger.

The following is a summary of the material financial analyses performed by Baird in connection with

rendering its opinion, which is qualified in its entirety by reference to the full text of its opinion attached as

Annex E and to the other disclosures contained in this section. The following summary, however, does not

purport to be a complete description of the financial analyses performed by Baird. The order of analyses

described does not represent relative importance or weight given to the analyses performed by Baird. Some of

the summaries of the financial analyses include information presented in a tabular format. These tables must

be read together with the full text of each summary and alone are not a complete description of Baird’s

financial analyses. Except as otherwise noted, the following quantitative information is based on market and

financial data as it existed on or before June 29, 2026 and is not necessarily indicative of current market

conditions.

Implied Valuation and Transaction Multiples. Baird calculated the implied equity value of the shares of

Patrick’s fully diluted outstanding common stock using the closing price of Patrick common stock on June 29, 2026,

which resulted in an implied equity value of $3,108 million. Baird calculated the implied enterprise value of Patrick

to be $4,455 million by adding Patrick’s net debt of $1,347 million to the implied equity value of Patrick’s fully

diluted outstanding common stock. Based on Patrick’s shareholders holding 52.0% of the pro forma entity, Baird

calculated the implied equity value of the pro forma entity to be $5,977 million and the implied equity value of LCI

stockholders’ 48.0% stake in the pro forma entity to be $2,869 million. Baird calculated the implied enterprise value

of LCI by adding LCI’s net debt of $803 million to the implied equity value of LCI’s stake in the pro forma entity

resulting in an implied enterprise value of LCI of $3,672 million. Baird then calculated the multiples of the implied

enterprise value of Patrick and LCI compared to Patrick’s and LCI’s respective 2025, projected 2026 and projected

2027 earnings before interest, taxes, depreciation and amortization (which is referred to as EBITDA for purposes of

this section), and earnings before interest and taxes (which is referred to as EBIT for purposes of this section), as

provided by the senior management of each of Patrick and LCI, respectively.

Patrick Selected Publicly Traded Company Analysis. In order to assess the valuation of Patrick, Baird reviewed

certain publicly available financial information for certain publicly traded companies that Baird deemed relevant.

For each of these companies, Baird calculated and compared the enterprise value (which is referred to as EV for

purposes of this section) of each such company to its EBITDA and EBIT for each of 2025 and projected 2026 and

2027. The group of selected publicly traded companies reviewed is listed below.

•Brunswick Corporation

•Dometic Group

•Fox Factory Holding

•Polaris

•Winnebago Industries

•THOR Industries

Baird chose these companies based on a review of publicly traded companies that possessed general business,

operating and financial characteristics representative of companies in the industries in which Patrick operates. Baird

noted that none of the companies reviewed was identical to Patrick and that, accordingly, the analysis of these

companies necessarily involves complex considerations and judgments concerning differences in the business,

operating and financial characteristics of each company and other factors that affect the public market values of

these companies.

For each company, Baird calculated the “market capitalization” (calculated as the market price per share of each

company’s common stock multiplied by the total number of fully diluted common shares outstanding of each

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company, including net shares issuable upon the exercise of outstanding stock options and warrants), and enterprise

value. Baird calculated the enterprise value of each selected public company by adding such company’s preferred

stock outstanding, debt, tax-affected pension and other post-employment liabilities and minority interest to and

subtracting such company’s cash from such company’s market capitalization. Baird calculated the multiples of each

company’s enterprise value to its Adjusted EBITDA and Adjusted EBIT for the twelve months ended December 31,

2025, projected 2026 and projected 2027. Baird then compared the enterprise value multiples for Patrick implied in

the merger based on its Adjusted EBITDA and Adjusted EBIT with the corresponding trading multiples for the

selected companies. Stock market and historical financial information for the selected companies was based on

publicly available information as of June 29, 2026 (including the closing market price per share of each company’s

common stock as of such date), and projected financial information was based on consensus equity analyst research

estimates available as of this date. A summary of the range of valuation multiples for the selected companies is

provided in the table below.

	Selected Valuation Multiples(1)
	Low			Average			Median			High
Adjusted EBITDA
CY 2025	7.6	x		9.9	x		9.2	x		13.2	x
CY projected 2026	8.3			9.3			9.0			10.9
CY projected 2027	7.7			8.1			7.9			9.4
Adjusted EBIT
CY 2025	11.5	x		22.4	x		19.7	x		30.5	x
CY projected 2026	11.5			18.4			16.3			22.3
CY projected 2027	10.1			13.1			13.1			15.4

__________________

(1)Valuation Multiples based on EBIT and EBITDA for selected companies. The low and the high represent first and third quartile valuations,

respectively. Quartiles were calculated as percentiles using linear interpolation, such that the first and third quartiles represent the 25th and

75th percentiles of the data and may fall between observed values rather than equal discrete data points.

In addition, Baird calculated the implied enterprise values of Patrick by multiplying Patrick’s Adjusted

EBITDA and Adjusted EBIT by the trading multiples of the selected public companies. The implied enterprise

values, based on the multiples set forth above, as well as the implied equity values (calculated by subtracting debt of

Patrick (net of cash) from the implied enterprise values of Patrick) are summarized in the table below.

	Implied Patrick Enterprise Value
($ in millions, except implied share price)	Low		Average		Median		High
Adjusted EBITDA
CY 2025	$3,403.8		$4,458.6		$4,159.2		$5,925.8
CY projected 2026	3,986.5		4,437.1		4,297.2		5,226.8
CY projected 2027	4,211.0		4,441.8		4,337.4		5,164.9
Adjusted EBIT
CY 2025	$3,216.1		$6,276.9		$5,523.5		$8,535.6
CY projected 2026	3,511.8		5,625.4		4,988.9		6,808.2
CY projected 2027	3,764.7		4,850.7		4,880.6		5,736.8
Implied Enterprise Value(1)	$3,638.3		$4,654.6		$4,609.0		$5,831.3
Implied Equity Value	$2,291.0		$3,307.4		$3,261.8		$4,484.1
Implied Share Price	$68.68		$99.15		$97.78		$134.42

__________________

(1)Calculated as the median of each column.

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Baird compared the implied enterprise values in the table above with the enterprise value of Patrick of $4,455

million implied in the merger.

Patrick Discounted Cash Flow Analysis. Baird performed a discounted cash flow analysis utilizing Patrick’s

projected unlevered free cash flows (defined as net income excluding after-tax net interest, plus depreciation and

amortization, less capital expenditures and increases in net working capital) from 2026 to 2030, as provided by

Patrick’s senior management in the Forecasts. In this analysis, Baird calculated the present values of the unlevered

free cash flows from 2026 to 2030 by discounting these amounts at rates ranging from 10.0% to 11.0%. Baird

calculated the present values of the free cash flows beyond 2030 by assuming perpetuity growth rates ranging from

3.0% to 2.0%. The summation of the present values of the unlevered free cash flows and the present values of the

terminal values implied enterprise values ranging from $5,403.5 million to $6,784.0 million. Baird compared these

enterprise values with the enterprise value of Patrick of $4,455 million in the merger.

LCI Selected Publicly Traded Company Analysis. In order to assess the valuation of LCI, Baird reviewed certain

publicly available financial information for certain publicly traded companies that Baird deemed relevant. For each

of these companies, Baird calculated and compared the enterprise value (which is referred to as EV for purposes of

this section) of each such company to its EBITDA and EBIT for each of 2025 and projected 2026 and 2027. The

group of selected publicly traded companies reviewed is listed below.

•Brunswick Corporation

•Dometic Group

•Fox Factory Holding

•Polaris

•Winnebago Industries

•THOR Industries

Baird chose these companies based on a review of publicly traded companies that possessed general business,

operating and financial characteristics representative of companies in the industries in which LCI operates. Baird

noted that none of the companies reviewed was identical to LCI and that, accordingly, the analysis of these

companies necessarily involves complex considerations and judgments concerning differences in the business,

operating and financial characteristics of each company and other factors that affect the public market values of

these companies.

For each company, Baird calculated the “market capitalization” (calculated as the market price per share of each

company’s common stock multiplied by the total number of fully diluted common shares outstanding of each

company, including net shares issuable upon the exercise of outstanding stock options and warrants), and enterprise

value. Baird calculated the enterprise value of each selected public company by adding such company’s preferred

stock outstanding, debt, tax-affected pension and other post-employment liabilities and minority interest to and

subtracting such company’s cash from such company’s market capitalization. Baird calculated the multiples of each

company’s enterprise value to its Adjusted EBITDA and Adjusted EBIT for the twelve months ended December 31,

2025, projected 2026 and projected 2027. Baird then compared the enterprise value multiples for LCI implied in the

merger based on its Adjusted EBITDA and Adjusted EBIT with the corresponding trading multiples for the selected

companies. Stock market and historical financial information for the selected companies was based on publicly

available information as of June 29, 2026 (including the closing market price per share of each company’s common

stock as of such date), and projected financial information was based on consensus equity analyst research estimates

available as of this date. A summary of the range of valuation multiples for the selected companies is provided in the

table below.

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	Selected Valuation Multiples(1)
	Low			Average			Median			High
Adjusted EBITDA
CY 2025	7.6	x		9.9	x		9.2	x		13.2	x
CY projected 2026	8.3			9.3			9			10.9
CY projected 2027	7.7			8.1			7.9			9.4
Adjusted EBIT
CY 2025	11.5	x		22.4	x		19.7	x		30.5	x
CY projected 2026	11.5			18.4			16.3			22.3
CY projected 2027	10.1			13.1			13.1			15.4

__________________

(1)Valuation Multiples based on EBIT and EBITDA for selected companies. The low and the high represent first and third quartile valuations,

respectively. Quartiles were calculated as percentiles using linear interpolation, such that the first and third quartiles represent the 25th and

75th percentiles of the data and may fall between observed values rather than equal discrete data points.

In addition, Baird calculated the implied enterprise values of LCI by multiplying LCI’s Adjusted EBITDA and

Adjusted EBIT by the trading multiples of the selected public companies. The implied enterprise values, based on

the multiples set forth above, as well as the implied equity values (calculated by subtracting debt of LCI (net of

cash) from the implied enterprise values of LCI) are summarized in the table below.

	Implied LCI Enterprise Value
($ in millions, except implied share price)	Low		Average		Median		High
Adjusted EBITDA
CY 2025	$3,087.8		$4,044.7		$3,773.0		$5,375.6
CY projected 2026	4,104.1		4,568.0		4,424.0		5,381.1
CY projected 2027	4,508.5		4,755.6		4,643.9		5,529.8
Adjusted EBIT
CY 2025	$3,298.8		$6,438.4		$5,665.6		$8,755.2
CY projected 2026	4,281.0		6,857.7		6,081.7		8,299.5
CY projected 2027	4,815.6		6,204.6		6,243.0		7,338.1
Implied Enterprise Value(1)	$4,192.6		$5,480.1		$5,154.8		$6,433.9
Implied Equity Value	$3,389.8		$4,677.4		$4,352.0		$5,631.2
Implied Share Price	$136.95		$188.97		$175.83		$227.51

__________________

(1)Calculated as the median of each column.

Baird compared the implied enterprise values in the table above with the enterprise value of LCI of $3,672

million implied in the merger.

LCI Discounted Cash Flow Analysis. In order to assess the relative public market valuation of LCI, Baird

performed a discounted cash flow analysis utilizing LCI’s projected unlevered free cash flows (defined as net

income excluding after-tax net interest, plus depreciation and amortization, less capital expenditures and increases in

net working capital) from 2026 to 2030, as provided by Patrick management. In this analysis, Baird calculated the

present values of the unlevered free cash flows from 2026 to 2030 by discounting these amounts at rates ranging

from 10.0% to 11.0%. Baird calculated the present values of the free cash flows beyond 2030 by assuming

perpetuity growth rates ranging from 3.0% to 2.0%. The summation of the present values of the unlevered free cash

flows, excluding the Expected Synergies, and the present values of the terminal values implied enterprise values

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ranging from $4,525.0 million to $5,662.4 million. Baird compared these implied enterprise values with the

enterprise value of LCI of $3,672 million implied in the merger.

Implied Merger Exchange Ratio Analyses. Baird prepared an analysis of the implied merger exchange ratio

based on its financial analyses. Baird utilized the selected company analyses and the discounted cash flow analyses

described above to calculate the mean and median exchange ratios (as set forth in the table below). Baird compared

those implied exchange ratios to the exchange ratio of 1.2440 implied by the number of shares of Patrick common

stock to be issued in the merger relative to the number of shares of LCI common stock outstanding on a fully-diluted

basis prior to the merger.

Based upon the indicative ranges of implied equity values derived by Baird for Patrick and LCI based on the

selected company analyses as described above, Baird calculated a range of implied pro forma equity ownership in

the combined company for the pre-merger holders of Patrick common stock. For purposes of the selected publicly

traded company analysis, Baird assumed that the implied pro forma equity value of the combined company was the

sum of the ranges of implied equity values for Patrick and LCI described above. Baird calculated the low end of the

implied pro forma equity ownership range by dividing the lowest implied equity value for Patrick described above

by the sum of the lowest implied equity value for Patrick and the highest implied equity value for LCI, and

calculated the high end of the implied pro forma equity value ownership range by dividing the highest implied

equity value for Patrick described above by the sum of the highest implied equity value for Patrick and the lowest

implied equity value for LCI. Baird observed that this analysis did not reflect the benefit to pre-merger holders of

Patrick common stock of the Expected Synergies.

Based upon the indicative ranges of implied equity values derived by Baird for Patrick and LCI from the

discounted cash flow analyses as described above, Baird calculated a range of implied pro forma equity ownership

in the combined company for the pre-merger holders of Patrick common stock. For purposes of the discounted cash

flow analysis, Baird assumed that the implied pro forma equity value for the combined company was the sum of the

indicative ranges of implied equity values derived by Baird for Patrick and LCI described above. Baird calculated

the low end of the implied pro forma equity ownership range by dividing the lowest implied equity value for Patrick

by the sum of the lowest implied equity value for Patrick and the highest implied equity value for LCI, and

calculated the high end of the implied pro forma equity ownership range by dividing the highest implied equity

value for Patrick by the sum of the highest implied equity value for Patrick and the lowest implied equity value for

LCI.

The range of implied merger exchange ratios and implied equity contributions calculated from the selected

company analyses and discounted cash flow analyses are summarized below.

	Implied Merger Exchange Ratio Range						Implied Equity Contribution Analysis
							High Range				Low Range
	High			Low			Patrick		LCI		Patrick		LCI
Selected Company Analysis	1.019	x		3.313	x		56.9		43.1		28.9		71.1
Discounted Cash Flow (without Expected Synergies)	0.923	x		1.615	x		59.4		40.6		45.5		54.5
Mean	0.971	x		2.464	x		58.2%		41.8%		37.2%		62.8%
Median	0.971	x		2.464	x		58.2%		41.8%		37.2%		62.8%
Exchange Ratio	1.2440x

The foregoing summary does not purport to be a complete description of the analyses performed by Baird or its

presentation to the Patrick board. The preparation of financial analyses and a fairness opinion is a complex process

and is not necessarily susceptible to partial analyses or summary description. Baird believes that its analyses (and the

summary set forth above) must be considered as a whole and that selecting portions of these analyses and factors

considered by Baird, without considering all of these analyses and factors, could create an incomplete view of the

processes and judgments underlying the analyses performed by Baird and its opinion. Baird did not attempt to assign

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specific weights to particular analyses. Any estimates contained in Baird’s analyses are not necessarily indicative of

actual values, which may be significantly more or less favorable than as set forth therein. Estimates of values of

companies do not purport to be appraisals or necessarily to reflect the prices at which companies may actually be

sold. Because these estimates are inherently subject to uncertainty, Baird does not assume responsibility for their

accuracy.

Additional Information about Baird and Its Engagement

Pursuant to its engagement, Baird will receive a transaction fee of approximately $12.5 million for its services,

all of which is contingent upon the consummation of the merger. Pursuant to this engagement letter, Patrick has also

agreed to pay Baird a fee of $3 million payable upon delivery of its opinion, regardless of the conclusions reached in

its opinion, which fee is creditable against the transaction fee described above. In addition, Patrick has agreed to

reimburse Baird for certain of its expenses and to indemnify Baird against certain liabilities that may arise out of its

engagement. Baird will not receive any other payment of compensation contingent upon the successful completion

of the merger. As part of its investment banking business, Baird is engaged in the evaluation of businesses and their

securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary

distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other

purposes.

Baird has, in the past, provided investment banking and financial advisory services to Patrick for which Baird

received customary compensation. Baird acted as a co-manager in connection with Patrick’s senior notes offering

completed in October 2024 for which Baird received approximately $25,000 in compensation. Except as provided

above, over the past two years, Baird had not provided investment banking or financial advisory services to Patrick

or LCI for which Baird received any compensation. No material relationship between Patrick, LCI or any other party

to the merger was mutually understood to be contemplated in which any compensation was intended to be received

by Baird other than the transaction fee and opinion fee described in the preceding paragraph.

Baird is a full service securities firm and, in the ordinary course of its business, Baird may from time to time

provide investment banking, advisory, brokerage and other services to clients that may be competitors or suppliers

to, or customers or security holders of, Patrick or LCI or any other party that may be involved in the merger and

their respective affiliates or that may otherwise participate or be involved in the same or a similar business or

industries as Patrick or LCI. Baird has also prepared equity analyst research reports from time to time regarding

Patrick and LCI and may continue to do so. Baird also serves as a market maker in the publicly traded securities of

Patrick and LCI.

Recommendation of the LCI Board of Directors and Reasons for the Merger

By unanimous vote, the LCI board, at a meeting held on June 30, 2026, (a) approved and declared advisable the

merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms

and subject to the conditions set forth in the merger agreement, (b) determined that the merger agreement and the

transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of,

LCI and the LCI stockholders, (c) resolved to recommend the approval of the merger agreement to the LCI

stockholders and the first merger on the terms and subject to the conditions set forth in the merger agreement and (d)

directed that the merger agreement and the first merger be submitted to the LCI stockholders for approval at the LCI

special meeting. The LCI board unanimously recommends that LCI stockholders vote “FOR” the LCI merger

proposal, “FOR” the LCI advisory compensation proposal and “FOR” the LCI adjournment proposal, in each case,

on the terms and subject to the conditions stated in the merger agreement.

In the course of reaching its determination and recommendation, the LCI board met numerous times to consider

a potential transaction with Patrick and consulted with LCI management, legal counsel and financial advisors. In

recommending that LCI stockholders vote their shares of LCI common stock in favor of the merger agreement, the

LCI board also considered a number of factors, including the following factors (not necessarily in order of relative

importance) that the LCI board viewed as being generally positive or favorable in coming to its determination and

recommendation:

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Benefits of the Combined Company

•Merger of equals. The fact that the business combination would be structured as a “merger of equals” and

the merger consideration will provide LCI stockholders with an approximately 48% ownership stake in the

combined company on a fully diluted basis, which will allow LCI stockholders to participate in the

anticipated realization of synergies resulting from the merger.

•Enhanced scale. The belief that the combined company, with its enhanced scale, diversified end-market

exposure and improved cost structure, would be better positioned to manage industry volatility, cyclical

market conditions, raw material cost pressures, and execution risks relating to cost reduction and growth

initiatives and also to provide cost savings to customers.

•Greater depth of management talent. The belief that the combined company would benefit from an

experienced management and leadership team drawn from both LCI and Patrick, with over 90 years of

combined industry experience and therefore attract additional high-quality management and leadership

talent.

•Increased competitiveness. The belief that the combined company would be a more resilient and

competitive components manufacturer by combining LCI’s experience in highly engineered and innovative

structural components with Patrick’s integrated design-to-delivery expertise and decorative and functional

product capabilities, enabling the combined company to deliver differentiated, competitive, cost-effective

solutions across the outdoor enthusiast, housing and transportation markets.

•Integrated product opportunities. The opportunity for the LCI to move from providing individual

components to delivering higher-value, custom-integrated offerings that improve value for customers and

help address affordability challenges.

•Broader portfolio. The fact that the combined company would be positioned as a diversified outdoor

recreation and industrial platform with a broader portfolio of products better able to serve the combined

company’s diverse and growing end markets.

•Expected Synergies. The expectation that approximately $150 million in identified annual net run-rate cost

synergies could be realized within three years of closing, including procurement and supply chain

efficiencies, facilities and logistics optimization and sales, general and administrative optimization which

are expected to position the combined company to offer customers more competitive pricing and enhanced

value.

•Expanded aftermarket opportunity. The expanded aftermarket opportunity of the combined company,

representing approximately $1.3 billion or 16% of pro forma revenue on a pro forma basis in 2025, creating

more stable demand, better visibility and an expected stronger margin profile.

•Free cash flows. The fact that the combined company would have generated approximately $8.1 billion in

pro forma revenue and approximately $508 million of free cash flow on a pro forma basis in the 12 months

trailing March 2026 and the belief that the combined company’s free cash flow will provide it with balance

sheet strength and strategic flexibility to invest in high-growth opportunities, including organic growth,

innovation, future acquisitions, shareholder returns and other value-creating activities.

•Innovation. The belief that the combined company will benefit from a unified innovation platform

combining engineering, design and technical teams with virtual reality product design technology, enabling

faster speed from concept to commercialization and more rapid innovation across the combined portfolio of

more than 110 brands.

Merger Consideration

•Implied premium. The fact that the implied value of the merger consideration to be received by LCI

stockholders in the merger represented implied share price premiums of approximately 16% based on the

closing price of LCI common stock and Patrick common stock on June 29, 2026 (the last trading day prior

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to the LCI board’s approval of the merger) and approximately 23% and 18% based on the volume-weighted

average prices of LCI common stock during the 10-trading day and 30-trading day periods prior to and

including June 29, 2026, respectively.

•Form of the merger consideration. The fact that the merger consideration consists of Patrick common

stock, which provides LCI stockholders with the opportunity to participate in the anticipated synergies,

earnings and growth of the combined company, while also providing liquidity to LCI stockholders through

the ability to sell all or a portion of the Patrick common stock received as merger consideration following

the consummation of the merger at their discretion.

•Fixed exchange ratio. The fact that the merger consideration is based on a fixed exchange ratio of 1.2440

shares of Patrick common stock for each share of LCI common stock rather than a fixed value, which

provides LCI stockholders the opportunity to benefit from any increase in the trading price of Patrick

common stock before the closing of the merger.

•Tax considerations. The fact that the merger is intended to qualify for U.S. federal income tax purposes as

a reorganization within the meaning of Section 368(a) of the Code, with the result that, if the merger so

qualifies, a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences

of the Merger”) of shares of LCI common stock generally will not recognize any gain or loss for U.S.

federal income tax purposes on the exchange of its LCI common stock for Patrick common stock in the first

merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of

Patrick common stock as described in “Material U.S. Federal Income Tax Consequences of the Merger.”

Opinion of LCI’s Financial Advisor

•The oral opinion of Perella Weinberg Partners LP delivered to the LCI board on June 30, 2026,

subsequently confirmed by delivery of a written opinion dated June 30, 2026, that, as of the date of such

opinion and based upon and subject to the various assumptions and limitations set forth therein, the merger

consideration to be received by holders of LCI common stock (other than holders of Excluded Shares) was

fair, from a financial point of view, to such holders, as described in the section of this joint proxy statement/

prospectus titled “—Opinion of LCI’s Financial Advisor—Opinion of Perella Weinberg Partners LP.”

Terms of the Merger Agreement

•The terms of the merger agreement, taken as a whole, which, after review and consultation with LCI

management and LCI’s legal counsel, the LCI board concluded are reasonable, including:

◦the customary nature of the representations, warranties, and covenants of Patrick and LCI in the merger

agreement;

◦the fact that the merger agreement provides LCI sufficient operating flexibility to conduct its business

in the ordinary course until the consummation of the merger or termination of the merger agreement;

◦the parties’ covenants to use their respective reasonable best efforts to obtain regulatory approvals,

including the commitment of the parties to agree to divestitures or other remedies, subject to certain

thresholds;

◦the deal protection and termination provisions of the merger agreement, including the termination fee

of $94,200,000 payable under certain circumstances involving the termination of the merger

agreement;

◦the provisions of the merger agreement that permit LCI, in response to certain unsolicited acquisition

proposals, to, under certain circumstances, furnish information or enter into discussions with third

parties in connection with a competing proposal, as further described in the section titled “The Merger

Agreement—No Solicitation of Alternative Transactions”;

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◦the provisions of the merger agreement allowing the LCI board to change its recommendation to LCI

stockholders prior to obtaining the LCI stockholder approval in specified circumstances, subject to

Patrick’s right to receive payment of the termination fee upon termination as further described in the

section titled “The Merger Agreement—No Solicitation of Alternative Transactions”;

◦that the amount of such termination fee is comparable to termination fees in transactions of a similar

size, is reasonable and should not preclude a third party from making a competing proposal, as further

described in the section titled “The Merger Agreement—Termination”; and

◦other terms and conditions of the merger agreement which were reviewed by the LCI board with LCI’s

financial advisor and legal counsel, and the fact that such terms were the product of arm’s-length

negotiations between the parties.

Governance Matters

•Combined company board composition. The fact that the combined company board will be overseen by

an experienced board consisting of twelve directors, with six directors to be designated by LCI and six

directors designated by Patrick, providing equal representation from both companies.

•Committee composition. The fact that each of the four standing committees of the combined company

board will have equal representation from directors designated by LCI and directors designated by Patrick,

and that the chairs of the capital allocation and strategy committee and nominating and governance

committee will be directors designated by LCI while the chairs of the audit committee and compensation

committee will be directors designated by Patrick.

•Leadership continuity. The fact that (i) Andy L. Nemeth, the current Chairman and Chief Executive

Officer of Patrick, will serve as Chief Executive Officer of the combined company, (ii) Todd M. Cleveland,

the former Chief Executive Officer and Chairman of Patrick, will serve as Chairman of the combined

company board and (iii) John A. Sirpilla, the current Interim Chief Executive Officer of LCI and a member

of the LCI board, will serve as Vice Chairman of the combined company board.

Other Factors

•Best alternative for maximizing stockholder value. The LCI board’s general awareness of strategic

opportunities available in the market, given the nature of the industry in which participants regularly

engage in dialogue regarding potential transaction opportunities, and LCI’s prior discussions with potential

counterparties, together with the belief of the LCI board and LCI management that (i) no other strategic

alternative available to LCI would provide comparable or superior value to LCI stockholders based on the

complementary fit, strategic alignment and value creation potential of the combination with Patrick and (ii)

the combination with Patrick will provide more long-term value to LCI stockholders than the alternative of

LCI remaining as a standalone company.

•Risks relating to remaining a standalone company. The potential risks and uncertainties associated with

remaining a standalone company, including consideration of (i) LCI’s business, operations, financial

condition, earnings, prospects and competitive position, as well as the broader business, regulatory and

macroeconomic environment, including cyclical end-market exposure, consumer affordability pressures,

and competitive dynamics, (ii) LCI’s long-term strategic plan and financial forecasts as a standalone

company, including the inherent uncertainty of and risks associated with achieving growth and market

diversification objectives on a standalone basis and (iii) challenges of addressing customer affordability

needs and driving long-term stockholder value creation without the scale and synergies available through

the combination.

•Shared culture. LCI’s belief that LCI and Patrick have complementary cultures and operating

philosophies, including a shared commitment to continuing to build strong communities centered around

outdoor recreation.

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•Probability of consummation of the merger. The likelihood that the merger would be completed,

including the expected closing of the merger in the first half of 2027 subject to the satisfaction of customary

closing conditions, which included consideration of, among other things:

◦the likelihood of obtaining regulatory and other customary approvals required in connection with the

merger, including in light of the complementary nature of the two companies as well as the benefits

this transaction will bring to the companies’ customers and

◦the absence of any financing conditions or other contingencies in the merger agreement, given that the

transaction is structured as an all-stock merger.

The LCI board also considered a number of uncertainties, risks and factors it deemed generally negative or

unfavorable in making its determination, approval and related recommendation, including the following (not

necessarily in order of relative importance):

•Possible failure to achieve the benefits of the combined company. The challenges inherent in the

combination of two independent businesses of the size and scope of LCI and Patrick, including:

◦the possibility that the combined company might not achieve its anticipated financial results, which

could cause the trading price of the combined company’s common stock to decline or experience

unanticipated volatility, adversely affecting the value of the merger consideration received by LCI

stockholders;

◦the possibility that the anticipated strategic and other benefits of the merger, including the anticipated

synergies, might not be achieved in the time frame contemplated or at all;

◦the risk that integration costs may be greater than anticipated, and the possible diversion of

management attention for an extended period of time; and

◦the other numerous risks and uncertainties that, if the merger is completed, could adversely affect the

combined company’s business, operations, financial results and trading price.

•Fixed exchange ratio. The fact that, because the merger consideration is based on a fixed exchange ratio

rather than a fixed value, LCI stockholders bear the risk of a decrease in the trading price of Patrick

common stock during the pendency of the merger.

•Ability to consider competing proposals. The possibility that the (i) $94,200,000 termination fee payable

by LCI to Patrick under certain circumstances involving the termination of the merger agreement and (ii)

“force the vote” provision, which prevents LCI from terminating the merger agreement to accept a superior

proposal unless and until LCI stockholders vote against the LCI merger proposal, could discourage other

potential parties from making a competing offer.

•Influence over combined company. The fact that LCI will not designate a majority of the members of the

combined company board and that (i) the Chief Executive Officer of the combined company will be Andy

L. Nemeth, the current Chairman and Chief Executive Officer of Patrick, and (ii) the Chairman of the

combined company board will be Todd M. Cleveland, the former Chief Executive Officer and Chairman of

Patrick.

•Litigation related to the merger. The risk that LCI or Patrick may be subject to lawsuits or other

challenges to the merger, and that any adverse effects of these challenges, including any adverse rulings in

lawsuits, may delay or prevent the merger from being completed on the currently expected timeline or at all

or that may require LCI or Patrick to incur significant costs to address such challenges, including any costs

to defend or settle any lawsuits.

•Interim operating covenants. The risk that the restrictions on the conduct of LCI’s business during the

period between the execution of the merger agreement and the consummation of the merger as set forth in

the merger agreement, although reciprocal with Patrick and believed to be reasonable and not unduly

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burdensome, could delay or prevent LCI from undertaking non-ordinary course business opportunities that

may arise, or from undertaking any other non-ordinary course action it would otherwise take with respect to

the operations of LCI absent the pending consummation of the merger.

•Risks associated with the announcement and pendency of the merger. The potential negative effects of

the announcement and pendency of the merger, including the length of time anticipated between the

execution of the merger agreement and the consummation of the merger, and the adverse impact that such

interim period could have on LCI and its business, including:

◦the potential distraction of its workforce and management team from day-to-day operations;

◦the potential negative impact on LCI’s relationships with investors, customers, suppliers, business

partners and other third parties, including the risk of increased competition, such as potential

competition from original equipment manufacturer customers that may respond to the merger by

pursuing vertical integration of the components they currently purchase from LCI and thereby become

new competitors of the combined company;

◦the potential for the pendency of the merger to limit LCI’s ability to pursue strategic alternatives and

other opportunities that could be beneficial to LCI; and

◦the potential negative impact on LCI’s ability to attract, hire and retain key employees, as current and

prospective employees may experience uncertainty about their future roles with LCI or the combined

company following the merger.

•Risks associated with failure to consummate the merger on a timely basis or at all. Completion of the

merger is subject to a number of conditions set forth in the merger agreement. Some of the conditions, such

as the LCI stockholder approval and the Patrick shareholder approval and certain regulatory approvals, are

beyond LCI’s and Patrick’s control, which make the completion and timing of the merger uncertain. In

addition, the merger agreement contains certain termination rights for both LCI and Patrick, which if

exercised, will also result in the merger not being consummated. Furthermore, the governmental authorities

from which the regulatory approvals are required may impose conditions on the completion of the merger,

or require changes to the terms of the merger agreement, or require divestitures or other remedies. If the

merger is not completed for any reason, LCI’s ongoing business may be adversely affected without

realizing any of the benefits of having completed the merger, including by incurring certain costs relating to

the merger, including legal, accounting and other fees, whether or not the merger is completed and if the

merger agreement is terminated and LCI seeks another merger or business combination, LCI’s stock price

could decline, which could make it more difficult to find a party willing to offer equivalent or more

attractive consideration than the consideration Patrick has agreed to provide in the merger.

•Interests of LCI’s directors and executive officers. The fact that LCI’s directors and executive officers

may have interests in the merger that may be different from, or in addition to, those of LCI stockholders.

For more information about such interests, see below under the heading “The Merger—Interests of LCI

Directors and Executive Officers in the Merger.”

•Other risks. Risks of the type and nature described under the sections titled “Risk Factors” and

“Cautionary Statement Regarding Forward-Looking Statements.”

The LCI board believed that, overall, the potential benefits of the business combination to LCI stockholders

outweighed the risks and uncertainties of the business combination.

The foregoing discussion of factors considered by the LCI board in reaching its conclusions and

recommendation includes the principal factors considered by the LCI board, but is not intended to be exhaustive and

may not include all of the factors considered by the LCI board. In light of the variety of factors considered in

connection with its evaluation of the business combination, the LCI board did not find it practicable to, and did not,

quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its

determinations and recommendation. Rather, the LCI board viewed its decisions as being based on the totality of the

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factors and information it considered. Moreover, each member of the LCI board applied his or her own personal

business judgment to the consideration of different factors and may have given different weight to different factors.

The LCI board based its recommendation on the totality of the information available to it, including discussions with

LCI management and outside legal and financial advisors. In considering the recommendation of the LCI board, LCI

stockholders should be aware that the directors and executive officers of LCI have certain interests in the merger that

may be different from, or in addition to, the interests of LCI stockholders generally. The LCI board was aware of

these interests and considered them when approving the merger agreement and recommending that LCI stockholders

vote to approve the LCI merger proposal, which are described in the section titled “The Merger—Interests of LCI

Directors and Executive Officers in the Merger.”

It should be noted that this explanation of the reasoning of the LCI board and certain information presented in

this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement

Regarding Forward-Looking Statements.”

Opinion of LCI’s Financial Advisor

Opinion of Perella Weinberg Partners LP

Introduction

LCI retained PWP to act as LCI’s financial advisor and provide an opinion in connection with the merger. The

LCI Board instructed PWP to evaluate the fairness, from a financial point of view, of the Merger Consideration to be

received by the holders of outstanding shares of LCI Common Stock (other than any shares of LCI Common Stock

held by LCI, Patrick or any of their respective subsidiaries (such shares, the “Excluded Shares”)) in the proposed

merger pursuant to the Merger Agreement.

On June 30, 2026, at a meeting of the LCI Board held to evaluate the merger and the Merger Agreement, PWP

delivered an oral opinion to the effect that, as of such date and based upon and subject to the assumptions made,

procedures followed, factors considered and qualifications and limitations on the review undertaken by PWP as set

forth in the written opinion delivered subsequently and based upon other matters as PWP considered relevant, the

Merger Consideration to be received by the holders of outstanding shares of LCI Common Stock (other than holders

of Excluded Shares) in the proposed merger pursuant to the Merger Agreement was fair, from a financial point of

view, to such holders. PWP delivered its written opinion on June 30, 2026 to the LCI Board.

The PWP opinion speaks only as of the date thereof, and not as of the time the merger may be completed, or

any other time. The PWP opinion does not reflect changes that may occur or may have occurred after its delivery,

which could significantly alter the value, facts or elements on which the opinion was based.

The full text of PWP’s written opinion, which describes, among other things, the assumptions made, procedures

followed, factors considered and qualifications and limitations on the review undertaken by PWP, is attached as

Annex F to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. The

summary of PWP’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference

to the full text of the opinion. LCI stockholders are encouraged to read the PWP opinion carefully in its entirety.

PWP delivered its opinion for the information and assistance of the LCI Board in connection with, and for the

purpose of, its evaluation of the merger, and PWP’s opinion does not address any other term or aspect of the Merger

Agreement or the merger and does not constitute a recommendation as to how the LCI Board, LCI or any other

person (including any holder of LCI Common Stock) should vote or otherwise act with respect to the proposed

merger or any other matter. PWP consented in writing to the inclusion of its opinion in full and the description of

such opinion in this joint proxy statement/prospectus.

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

•reviewed certain publicly available financial statements and other publicly available business and

financial information with respect to LCI and Patrick, including equity research analyst reports;

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•reviewed certain internal financial statements, analyses and forecasts (for purposes of this section, the

“LCI Standalone Projections”) and other internal financial information and operating data relating to

the business of LCI, in each case, prepared by management of LCI and approved for PWP’s use by the

LCI Board as set forth in the section titled “Certain Unaudited Prospective Financial Information”;

•reviewed certain internal financial statements, analyses and forecasts (for purposes of this section, the

“Patrick Standalone Projections”) and other internal financial information and operating data relating

to the business of Patrick, in each case prepared by management of Patrick and approved for PWP’s

use by the LCI Board as set forth in the section titled “Certain Unaudited Prospective Financial

Information”;

•discussed the past and current business, operations, financial condition and prospects of LCI and the

combined company with senior management of LCI, the LCI Board, and other representatives and

advisors of LCI;

•discussed the past and current business, operations, financial condition and prospects of Patrick and the

combined company with senior executives of LCI and Patrick, the LCI Board, and other

representatives and advisors of LCI and Patrick;

•discussed with members of the senior managements of LCI and Patrick their assessment of the

strategic rationale for, and the potential benefits of, the merger;

•reviewed certain estimates as to the amount and timing of certain cost savings and related expenses,

operating efficiencies, revenue effects and financial synergies and dis-synergies anticipated by

management of Patrick and LCI to result from the consummation of the merger (as used in this section,

the “Synergy Projections”) approved for PWP’s use by the LCI Board as set forth in the section titled

“Certain Unaudited Prospective Financial Information”;

•compared the financial performance of LCI and Patrick with that of certain publicly traded companies

which PWP believed to be generally relevant;

•reviewed the historical trading prices and trading activity for the LCI Common Stock and the Patrick

Common Stock and compared such price and trading activity with that of securities of certain publicly-

traded companies which PWP believed to be generally relevant;

•participated in discussions among representatives of LCI and Patrick and their respective advisors;

•reviewed a draft of the Merger Agreement dated June 30, 2026; and

•conducted such other financial studies, analyses and investigations, and considered such other factors,

as it deemed appropriate.

For purposes of its opinion, PWP assumed and relied upon, without assuming any responsibility for independent

verification, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other

information provided to, discussed with or reviewed by PWP (including information that was available from public

sources) and PWP further relied upon the assurances of management of LCI that they were not aware of any facts or

circumstances that would make such information inaccurate or misleading in any material respect. With respect to

the LCI Standalone Projections and the Synergy Projections, PWP was advised by management of LCI and

assumed, with the consent of the LCI Board, that the LCI Standalone Projections and the Synergy Projections were

reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of

management of LCI as to the future financial performance of LCI and the other matters covered thereby and PWP

expressed no view as to the reasonableness of the LCI Standalone Projections, the Synergy Projections or the

assumptions on which they were based. With respect to the Patrick Standalone Projections, PWP was advised by

management of Patrick and assumed, with the consent of the LCI Board, that such Patrick Standalone Projections

were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of

management of Patrick as to the future financial performance of Patrick and the other matters covered thereby, and

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PWP expressed no view as to the reasonableness of the Patrick Standalone Projections or the assumptions on which

they were based. In arriving at its opinion, PWP did not make or was not provided with any independent valuation or

appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) of

LCI, Patrick or any of their respective subsidiaries. PWP did not assume any obligation to conduct, nor did PWP

conduct, any physical inspection of the properties or facilities of LCI, Patrick or any other party. In addition, PWP

did not evaluate the solvency of any party to the Merger Agreement, or the impact of the merger thereon, including

under any applicable laws relating to bankruptcy, insolvency or similar matters.

PWP assumed that the final Merger Agreement would not differ from the draft of the Merger Agreement

reviewed by PWP in any respect material to its analysis or its opinion. PWP also assumed that (i) the representations

and warranties of all parties to the Merger Agreement and all other related documents and instruments that are

referred to therein were true and correct in all respects material to PWP’s analysis and its opinion, (ii) each party to

the Merger Agreement and such other related documents and instruments would fully and timely perform all of the

covenants and agreements required to be performed by such party in all respects material to PWP’s analysis and its

opinion, and (iii) the merger would be consummated in a timely manner in accordance with the terms set forth in the

Merger Agreement, without any modification, amendment, waiver or delay that would be material to PWP’s

analysis or its opinion. In addition, PWP assumed that in connection with the receipt of all approvals and consents

required in connection with the proposed merger, no delays, limitations, conditions or restrictions would be imposed

that would be material to PWP’s analysis.

The opinion addressed only the fairness from a financial point of view, as of June 30, 2026, to the holders (other

than holders of Excluded Shares) of LCI Common Stock of the Merger Consideration in the proposed merger

pursuant to the Merger Agreement. PWP was not asked to, nor did it, offer any opinion as to any other term of the

Merger Agreement or any other document contemplated by or entered into in connection with the Merger

Agreement, the form or structure of the merger or the likely timeframe in which the merger would be consummated.

In addition, PWP expressed no opinion as to the fairness of the amount or nature of any compensation to be received

by any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, whether

relative to the Merger Consideration or otherwise. PWP expressed no opinion as to the fairness of the merger to the

holders of any other class of securities, creditors or other constituencies of LCI, as to the underlying decision by LCI

to engage in the merger or as to the relative merits of the merger compared with any alternative transactions or

business strategies. Nor did PWP express any opinion as to any tax or other consequences that may result from the

transactions contemplated by the Merger Agreement or any other related document. PWP’s opinion did not address

any legal, tax, regulatory or accounting matters, as to which PWP understood LCI had received such advice as it

deemed necessary from qualified professionals.

PWP’s opinion was necessarily based on financial, economic, monetary, market and other conditions as in

effect on, and the information made available to PWP as of, June 30, 2026. PWP assumed no obligation to update,

revise or reaffirm its opinion and expressly disclaimed any responsibility to do so based on subsequent

developments that may affect PWP’s opinion.

The estimates contained in PWP’s analysis and the results from any particular analysis are not necessarily

indicative of future results, which may be significantly more or less favorable than suggested by any analysis. In

addition, analyses relating to the value of businesses or assets neither purport to be appraisals nor do they necessarily

reflect the prices at which businesses or assets may actually be sold. Accordingly, PWP’s analysis and estimates are

inherently subject to substantial uncertainty.

In arriving at its opinion, PWP did not attribute any particular weight to any particular analysis or factor

considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and

factor. PWP employed several analytical methodologies in its analyses, and no one single method of analysis should

be regarded as dispositive of PWP’s overall conclusion. Each analytical technique has inherent strengths and

weaknesses, and the nature of the available information may further affect the value of particular techniques.

Accordingly, PWP believes that its analyses must be considered as a whole and that selecting portions of its analyses

and of the factors considered by it, without considering all analyses and all factors in their entirety, could create a

misleading or incomplete view of the evaluation process underlying its opinion. PWP’s conclusion, therefore, is

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based upon the application of PWP’s own experience and judgment to all analyses and factors considered by it,

taken as a whole. PWP’s opinion was reviewed and approved by its fairness opinion committee.

The data and analyses summarized below in this joint proxy statement/prospectus are from PWP’s presentation

to the LCI Board delivered on June 30, 2026. The analyses summarized below include information presented in

tabular format. To fully understand the financial analyses performed, the tables must be considered together with the

textual summary of the analyses and full text of PWP’s written opinion, which is included as Annex F of this joint

proxy statement/prospectus.

Summary of PWP’s Financial Analyses

The following is a summary of the material financial analyses performed by PWP and reviewed by the LCI

Board in connection with PWP’s opinion and does not purport to be a complete description of the financial analyses

performed by PWP. The order of analyses described below does not represent the relative importance or weight

given to those analyses by PWP. Some of the summaries of the financial analyses include information presented in

tabular format. In order to fully understand PWP’s financial analyses, these tables must be read together with the

text of each summary. These tables alone do not constitute a complete description of the financial analyses.

Considering the data below without considering the full narrative description of the financial analyses, including the

methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of PWP’s

financial analyses. Future results may differ from those described and such differences may be material.

Selected Public Companies Analysis

PWP reviewed and analyzed certain financial information including market valuation multiples for LCI and

Patrick and the following companies with publicly traded equity securities and recreational vehicle and enthusiast

operations, collectively referenced as “RV and Enthusiast Peers”:

•Brunswick Corporation

•Dometic Group AB

•Fox Factory Holding Corp.

•Polaris Inc.

•Thor Industries Inc.

•Winnebago Industries

•Yeti Holdings Inc.

Additionally, PWP reviewed and analyzed financial information including market valuation multiples for the

following companies with publicly traded equity securities, collectively referenced as “Other Reference Peers”:

•Griffon Corp.

•Hayward Holdings Inc.

•Holley Inc.

•Thule Group AB

•UFP Industries Inc.

The RV and Enthusiast Peers and the Other Reference Peers are referred to in this discussion as the “selected

public companies.” No selected public company or group of companies is identical to LCI or Patrick. Accordingly,

PWP believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger and

that qualitative judgments concerning differences between the financial and operating characteristics and prospects

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of LCI, Patrick and the selected public companies that could affect the public trading values of each also are

relevant.

For each of LCI, Patrick and the selected publicly-traded companies, PWP reviewed such company’s enterprise

value (referred to as “EV”) as of June 29, 2026, as a multiple of estimated EBITDA for (i) the calendar year ending

2026 (“2026E EBITDA”) and (ii) for the calendar year ending 2027 (“2027E EBITDA”). For each of the selected

companies, PWP calculated and compared financial information and financial market multiples and ratios based on

company filings for historical information and consensus third-party research estimates for forecasted information.

Set forth below are the composite mean and median multiples resulting from this analysis:

Peer Composite(1)		EV / 2026E EBITDA		EV / 2027E EBITDA
Median
RV and Enthusiast Peers		9.7x		8.7x
Other Reference Peers		12.3x		11.1x
Mean
RV and Enthusiast Peers		9.8x		8.7x
Other Reference Peers		10.9x		10.0x

__________________

(1)EBITDA figures for Thor, Hayward, Yeti, Fox Factory and Holley were reduced by stock-based compensation to be on a like-for-like basis

with LCI and other peers.

Based on the analysis of the relevant metrics described above and on professional judgments made by PWP,

PWP selected and applied a range of multiples of (i) 7.0x to 9.0x to EV / 2026E EBITDA for LCI using the LCI

Standalone Projections and consensus third-party research estimates, (ii) 6.5x to 8.5x to EV / 2027E EBITDA for

LCI using the LCI Standalone Projections and consensus third-party research estimates, (iii) 9.0x to 11.0x to EV /

2026E EBITDA for Patrick using the Patrick Standalone Projections and consensus third-party research estimates

and (iv) 8.0x to 10.0x to EV/ 2027E EBITDA for Patrick using the Patrick Standalone Projections and consensus

third-party research estimates, in each case reducing Patrick’s EBITDA by stock-based compensation consistent

with the treatment of LCI and the applicable peers. From these analyses, for each of LCI and Patrick, PWP derived

ranges of implied equity values from the enterprise values by adding cash and other investments and subtracting

debt and net non-operating liabilities. PWP calculated implied values per share by dividing the implied equity values

by the applicable diluted shares (based upon the number of issued and outstanding shares and other equity interests

in each case provided by the managements of LCI and Patrick, as applicable, and using the treasury method for

calculation of option dilution). The ranges of implied values per share derived from these calculations are

summarized in the following table:

		Implied Value Range Per Share (Using EV / 2026E EBITDA)		Implied Value Range Per Share (Using EV / 2027E EBITDA)
LCI Share Price (Based on LCI Forecast)		$107.09 – $146.96		$121.63 – $169.04
LCI Share Price (Based on Consensus Third-Party Research Estimates)		$95.70 – $132.30		$96.35 – $135.98
Patrick Share Price (Based on Patrick Forecast)		$88.91 – $117.64		$91.02 – $123.88
Patrick Share Price (Based on Consensus Third-Party Research Estimates)		$85.86 – $113.91		$83.45 – $114.41

PWP then calculated the exchange ratio ranges implied by the selected publicly-traded companies analysis. For

each of the foregoing analyses, PWP calculated (i) the ratio of the highest implied value per share for LCI derived

from the selected publicly-traded companies analysis to the lowest implied value per share for Patrick derived from

the selected publicly-traded companies analysis and (ii) the ratio of the lowest implied value per share for LCI

derived from the selected publicly-traded companies analysis to the highest implied value per share for Patrick

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derived from the selected publicly-traded companies analysis to calculate the following implied exchange ratio

ranges: 

	Implied Exchange Ratio Ranges
2026E EBITDA Multiples Management Forecast	0.910x – 1.653x
2026E EBITDA Multiples Consensus Estimates	0.840x – 1.541x
2027E EBITDA Multiples Management Forecast	0.982x – 1.857x
2027E EBITDA Multiples Consensus Estimates	0.842x – 1.630x

PWP compared these implied exchange ratio ranges to the exchange ratio of 1.2440 shares of Patrick Common

Stock to be received for each share of LCI Common Stock as provided for in the Merger Agreement.

Discounted Cash Flow Value Analysis

For each of LCI and Patrick, PWP performed a discounted cash flow analysis, which is a method of deriving an

implied value range for a company’s equity securities based on the sum of the company’s unlevered free cash flows

over a forecast period and the terminal value at the end of the forecast period. In connection with this analysis, PWP

used the LCI Standalone Projections for LCI and the Patrick Standalone Projections for Patrick. In performing this

analysis, PWP:

•calculated the present value of the estimated standalone unlevered free cash flows (calculated as net

operating profit after tax, plus depreciation and amortization, minus capital expenditures, and adjusting

for changes in net working capital and certain other cash flow items set forth in the LCI Standalone

Projections and Patrick Standalone Projections) that each of LCI and Patrick was forecasted to generate

for 2026E through 2030E using discount rates ranging from 8.75% to 9.75% for LCI and 8.75% to

9.75% for Patrick, in each case based on estimates of the weighted average cost of capital of each

company; and

•added terminal values for each of LCI and Patrick, calculated by applying a range of selected terminal

EBITDA exit multiples of 8.0x to 9.0x for LCI and 9.0x to 10.0x for Patrick to the applicable

forecasted 2030E EBITDA, in each case discounted to present value using the same discount rates for

each of LCI and Patrick as set forth above.

PWP selected the terminal EBITDA exit multiple ranges set forth above utilizing its professional judgment and

experience, taking into account current and historical trading multiples for LCI, Patrick and the selected public

companies. The selected terminal EBITDA exit multiple ranges implied perpetuity growth rates ranging from 1.2%

to 2.9% for LCI and 1.3% to 2.9% for Patrick. The terminal EBITDA exit multiple range applied to Patrick was

higher than the range applied to LCI, reflecting the historical trading multiple differential between the two

businesses, which PWP attributed to differences in their respective capital allocation strategies and historical and

projected financial performance.

From the ranges of implied enterprise values generated by the foregoing analysis, for each of LCI and Patrick,

PWP derived ranges of implied equity values by adding cash and other investments and subtracting debt, net of non-

operating liabilities. PWP calculated implied values per share by dividing the implied equity values by the applicable

diluted shares (based upon the number of issued and outstanding shares and other equity interests in each case

provided by the managements of LCI and Patrick, as applicable, and using the treasury method for calculation of

option dilution). The ranges of implied values per share derived from these calculations are summarized in the

following table:

	LCI Share Price (based on LCI Standalone Projections) Range		Patrick Share Price (based on Patrick Standalone Projections) Range
Implied Value Range Per Share	$186.00 – $215.00		$155.00 – $180.00

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PWP then calculated the exchange ratio ranges implied by the discounted cash flow analysis. For each of the

foregoing analyses, PWP calculated (i) the ratio of the highest implied value per share for LCI derived from the

discounted cash flow analysis to the lowest implied value per share for Patrick derived from the discounted cash

flow analysis and (ii) the ratio of the lowest implied value per share for LCI derived from the discounted cash flow

analysis to the highest implied value per share for Patrick derived from the discounted cash flow to calculate the

implied exchange ratio range of 1.033x – 1.387x.

PWP compared these exchange ratio ranges to the exchange ratio of 1.2440 shares of Patrick Common Stock to

be received for each share of LCI Common Stock as provided for in the Merger Agreement.

Summary of Additional Reference Data

In connection with conducting the analyses described above, PWP reviewed the following data, which were

used for reference purposes only and were not used in PWP’s determination of the fairness, from a financial point of

view, of the Merger Consideration to be received by the holders of outstanding shares of LCI Common Stock

pursuant to the Merger Agreement.

Historical Trading Prices and Exchange Ratios

PWP reviewed the historical trading prices for shares of LCI Common Stock and Patrick Common Stock since

June 29, 2025 including the current, three-month and twelve month periods, in each case ending on June 29, 2026,

and the corresponding range of historical implied exchange ratios (calculated by dividing the closing per share price

of LCI Common Stock by the closing per share price of Patrick Common Stock on a given date) for such periods.

The implied historical exchange ratio ranges are set forth in the table below.

Implied Historical Exchange Ratio Ranges
Time Period		Implied Exchange Ratio
Trading Since Parties Publicly Confirmed Merger Discussions on April 17		1.006x – 1.313x
Last Three Months		1.006x – 1.313x
Last Twelve Months		0.873x – 1.313x

PWP compared each of the exchange ratios listed above to the exchange ratio of 1.2440 shares of Patrick

Common Stock to be received for each share of LCI Common Stock as provided for in the Merger Agreement.

Equity Research Analysts’ Price Targets

PWP reviewed analyst price targets per share of LCI Common Stock prepared and published since May 5, 2026.

PWP assumed that such price targets generally reflected each analyst’s estimate of the 12-month future public

market trading price per share of LCI Common Stock. The analysts’ range of price targets for shares of LCI

Common Stock was $125 per share to $185 per share.

PWP also reviewed analyst price targets per share of Patrick Common Stock prepared and published since

April 30, 2026. PWP assumed that such price targets generally reflected each analyst’s estimate of the 12-month

future public market trading price per share of Patrick Common Stock. The analyst’s range of price targets for shares

of Patrick Common Stock was $98 per share to $140 per share.

For each equity research analyst with price targets for LCI Common Stock and Patrick Common Stock, PWP

calculated an implied exchange ratio equal to such analyst’s price target per share of LCI Common Stock divided by

such analyst’s price target per share of Patrick Common Stock. Based on these individual analyst-implied exchange

ratios, PWP derived a range of implied exchange ratios of shares of LCI Common Stock to shares of Patrick

Common Stock, representing the lowest and highest of such analyst-implied exchange ratios, of 0.926x to 1.370x.

PWP compared this exchange ratio range to the exchange ratio of 1.2440 shares of Patrick Common Stock to be

received for each share of LCI Common Stock as provided for in the Merger Agreement. The price targets published

by equity research analysts do not necessarily reflect current market trading prices for shares of LCI Common Stock

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or Patrick Common Stock and these estimates are subject to uncertainties, including the future financial performance

of LCI, Patrick and future financial market conditions.

General

PWP was not requested to, and it did not, solicit third-party indications of interest in the possible acquisition of

all or part of LCI, nor was it requested to consider, and its opinion did not address, the underlying business decision

by LCI to engage in the merger or the relative merits of the merger as compared with any alternative transactions or

business strategies.

PWP and its affiliates, as part of their investment banking business, are regularly engaged in performing

financial analyses with respect to businesses and their securities in connection with mergers and acquisitions,

negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private

placements and other transactions, as well as for estate, corporate and other purposes.

PWP and its affiliates also engage in securities trading and brokerage, equity research and other financial

services. Except in connection with PWP’s engagement as financial advisor to LCI in connection with the merger,

during the two-year period prior to June 30, 2026, no material relationship existed between PWP or its affiliates, on

the one hand, and LCI, Patrick or any of their respective affiliates, on the other hand, pursuant to which PWP or its

affiliates has received or anticipates receiving compensation. PWP and its affiliates in the future may provide

investment banking and other financial services to Patrick and/or LCI or any of the other parties to the mergers or

their respective stockholders or affiliates and in the future may receive compensation for the rendering of these

services. In the ordinary course of PWP’s business activities, PWP and its affiliates may at any time hold long or

short positions, and may trade or otherwise effect transactions, for PWP’s own account or the accounts of its

customers or clients, in (i) debt, equity or other securities (or related derivative securities) or financial instruments

(including bank loans or other obligations) of LCI, Patrick or any of their respective affiliates and (ii) any currency

or commodity that may be material to LCI and/or Patrick or otherwise involved in the merger.

In addition, PWP and its affiliates and certain of its employees, including members of the team performing

services in connection with the merger, as well as certain private equity funds and investment management funds

associated or affiliated with PWP in which they may have financial interests, may from time to time acquire, hold or

make direct or indirect investments in or otherwise finance a wide variety of companies, including LCI, Patrick or

their respective equityholders or affiliates, other potential participants in the merger or their respective equityholders

or affiliates.

PWP is an internationally recognized investment banking firm that is regularly engaged in the valuation of

businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary

distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

The LCI Board selected PWP to act as its financial advisor in connection with the merger on the basis of PWP’s

experience in mergers similar to the merger, its reputation in the investment community and its familiarity with LCI

and its business.

PWP acted as financial advisor to LCI in connection with, and participated in certain negotiations leading to, the

merger. PWP expects to receive aggregate fees of approximately $36 million for its services, $5 million of which

became payable upon the rendering of its opinion and the principal portion of which is contingent upon the

consummation of the merger. Because the contingent fee is determined by reference to LCI's enterprise value at the

effective time of the merger, the amount ultimately payable to PWP may differ from the amount estimated herein.

The estimated fee disclosed herein reflects enterprise value calculations based on market data as of September 15,

2026, and may increase or decrease depending on changes in LCI's share price prior to closing. PWP will also be

entitled to receive a termination fee equal to a portion of any compensation LCI may receive as a result of the

termination of the Merger Agreement. In addition, LCI has agreed to reimburse PWP for its reasonable out-of-

pocket expenses incurred in connection with the engagement, including fees and disbursements of its legal counsel.

LCI also agreed to indemnify PWP, its affiliates and their respective officers, directors, partners, members,

employees, consultants and agents and controlling persons for certain liabilities related to or arising out of its

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rendering of services under its engagement or to contribute to payments that PWP may be required to make in

respect of these liabilities.

The description set forth above constitutes a summary of the analyses employed and factors considered by PWP

in rendering its opinion to the LCI Board. The preparation of a fairness opinion is a complex, analytical process

involving various determinations as to the most appropriate and relevant methods of financial analysis and the

application of those methods to the particular circumstances and is not necessarily susceptible to partial analysis or

summary description.

Certain Unaudited Prospective Financial Information

Neither Patrick nor LCI, as a matter of course, makes public long-term forecasts as to future performance,

revenues, production, earnings or other results due to, among other reasons, the uncertainty of the underlying

assumptions and estimates. In connection with the merger, the following prospective financial information was

prepared: (i) certain unaudited prospective financial information with respect to Patrick (which we refer to as the

“Patrick Standalone Projections”); (ii) certain unaudited prospective financial information with respect to LCI on a

standalone basis for LCI’s fiscal years 2026 through 2030, prepared by LCI management (which we refer to as the

“LCI Standalone Projections”); and (iii) certain estimates of run-rate synergies expected to be realized following the

completion of the merger, jointly prepared by Patrick’s management and LCI’s management (which we refer to as

the “Synergy Projections”). We refer to the Patrick Standalone Projections, the LCI Standalone Projections, and the

Synergy Projections as the “Forecasted Financial Information.”

The Patrick Standalone Projections and the LCI Standalone Projections were prepared treating Patrick and LCI,

as applicable, on a standalone basis, without giving effect to the merger, and exclude: (i) any impact of the

negotiation or execution of the merger agreement or the merger; (ii) the expenses that have already been and will be

incurred in connection with completing the merger; (iii) the potential synergies and net tax benefits that may be

achieved by the combined company as a result of the merger; (iv) the effect of any restrictions that may be imposed

in connection with the receipt of any necessary governmental or regulatory approvals; (v) the effect of any business,

operations or strategic decisions or actions that have been or will be taken as a result of the merger agreement having

been executed or in anticipation of completing the merger; (vi) certain potential or actual litigation and regulatory

actions to which Patrick or LCI may be parties or may be subject; and (vii) the effect of any business or strategic

decisions or actions that would likely have been taken if the merger agreement had not been executed but that were

instead altered, accelerated, postponed or not taken in anticipation of the merger. Because the Patrick Standalone

Projections and the LCI Standalone Projections were developed for Patrick and LCI, respectively, as independent

companies without giving effect to the merger, the respective projections do not reflect any synergies that may be

realized as a result of the merger or any changes to Patrick’s or LCI’s respective operations or strategy that may be

implemented after completion of the merger.

The forecasted financial information is not included in this joint proxy statement/prospectus to influence any

decision on whether to vote for the Patrick proposals or the LCI proposals, as applicable, but rather is included in

this joint proxy statement/prospectus to give Patrick shareholders and LCI stockholders access to certain non-public

information that was provided to the Patrick board and Patrick’s financial advisors and to the LCI board and LCI’s

financial advisor, as applicable. The inclusion of the forecasted financial information should not be regarded as an

indication that the Patrick board, Patrick, the LCI board, LCI or their respective members of management or

financial advisors or any other recipient of this information considered, or now considers, them to be necessarily

predictive of actual future results, or that it should be construed as financial guidance, and they should not be relied

on as such. There can be no assurance that the projected results will be realized or that actual results of Patrick, LCI

or the combined company will not be materially lower or higher than estimated, whether or not the merger is

completed. The forecasted financial information is based solely on information available to Patrick management and

LCI management, as applicable, at the time of its preparation and has not been updated or revised to reflect

information or results after the date it was prepared or as of the date of this joint proxy statement/prospectus. Patrick

has and may in the future report results of operations for periods included in the Patrick Standalone Projections that

will be completed following the preparation of the Patrick Standalone Projections. LCI has and may in the future

report results of operations for periods included in the LCI Standalone Projections that will be completed following

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the preparation of the LCI Standalone Projections. Shareholders and investors are urged to refer to Patrick’s and

LCI’s periodic filings with the SEC for information on Patrick’s and LCI’s respective actual historical results.

The forecasted financial information was not prepared with a view toward public disclosure or compliance with

GAAP, 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, but, in the view of Patrick

management or LCI management, as applicable, was reasonably prepared in good faith on a basis reflecting the best

available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best

of Patrick management’s or LCI management’s, as applicable, knowledge and belief, the expected future financial

performance of Patrick and LCI, as applicable, and, in the case of the Synergy Projections, the combined company.

However, this information is not fact and should not be relied upon as being necessarily predictive of actual future

results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the

forecasted financial information. Although Patrick management and LCI management believe there is a reasonable

basis for their respective forecasted financial information, Patrick and LCI caution that actual future results could be

materially different from the forecasted financial information.

The forecasted financial information included in this document has been prepared by, and is the responsibility

of, Patrick management and LCI management. Neither Patrick’s nor LCI’s respective independent registered public

accounting firm, nor any other independent accountants, has audited, reviewed, examined, compiled or performed

any procedures with respect to the forecasted financial information and, accordingly, each of Patrick’s and LCI’s

respective independent registered public accounting firms does not express an opinion or any other form of

assurance on such information or its achievability, and assumes no responsibility for, and disclaims any association

with, the prospective financial information. The report of Deloitte & Touche LLP, Patrick’s independent registered

public accounting firm, contained in the Patrick Annual Report on Form 10-K for the year ended December 31,

2025, which is incorporated by reference into this joint proxy statement/prospectus, relates to historical financial

information of Patrick, and such report does not extend to the forecasted financial information and should not be

read to do so. The report of KPMG LLP, LCI’s independent registered public accounting firm, contained in the LCI

Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference into this

joint proxy statement/prospectus, relates to LCI’s previously issued financial statements. It does not extend to the

forecasted financial information and should not be read to do so.

The forecasted financial information is subject to estimates and assumptions in many respects and, as a result,

subject to interpretation. While presented with numerical specificity, the forecasted financial information is based

upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Patrick’s

management and LCI’s management, as applicable, as of the date of their preparation. These estimates and

assumptions may prove to be affected by any number of factors, including the impact of the announcement,

pendency and consummation of the merger, general economic conditions and political or regulatory conditions or

developments globally or in the markets or industries in which Patrick and LCI do business, the risk of litigation or

government or regulatory action, disruptions in the capital and credit markets and other risks and uncertainties

described or incorporated by reference in the sections titled “Risk Factors” and “Cautionary Statement Regarding

Forward-Looking Statements” in this joint proxy statement/prospectus, all of which are difficult to predict and many

of which are beyond the control of Patrick and LCI and will be beyond the control of the combined company

following the completion of the merger. The forecasted financial information also reflects assumptions as to certain

business decisions that are subject to change. There can be no assurance that the forecasted financial information

will be realized, and actual results will likely differ, and may differ materially, from those shown. Generally, the

further out the period to which the forecasted financial information relate, the less predictive the information

becomes.

The forecasted financial information includes non-GAAP financial measures for each of Patrick and LCI. Please

see the tables below for a description of how Patrick and LCI define these non-GAAP financial measures for

purposes of the forecasted financial information in this section. Non-GAAP financial measures should not be

considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and

non-GAAP financial measures used by Patrick and LCI may not be comparable to similarly titled measures used by

other companies. The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to a

financial measure calculated and presented in accordance with GAAP do not apply to non-GAAP financial measures

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included in disclosure of financial projections provided to a board of directors or a financial advisor in connection

with a proposed business combination such as the merger if the disclosure is included in a document such as this

joint proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures were not relied upon

by the Patrick board, the LCI board or their respective members of management or financial advisors in connection

with their respective evaluation of the merger. Accordingly, no reconciliation of the non-GAAP financial measures

included in the forecasted financial information to the relevant GAAP financial measures is provided in this joint

proxy statement/prospectus.

None of Patrick, LCI, the combined company or their respective affiliates, officers, directors, advisors or other

representatives can provide any assurance that actual results will not differ from the forecasted financial information,

and, except as required by applicable law, none of Patrick, LCI, the combined company or their respective affiliates,

officers, directors, advisors or other representatives undertakes any obligation to update, or otherwise revise or

reconcile, the forecasted financial information to reflect circumstances existing after the date the forecasted financial

information was generated or to reflect the occurrence of future events even in the event that any or all of the

assumptions underlying the forecasted financial information are shown to be inappropriate. None of Patrick, LCI,

the combined company or their respective affiliates, officers, directors, advisors or other representatives has made or

makes any representation to any Patrick shareholder, LCI stockholder or any other person regarding Patrick’s or

LCI’s respective ultimate performance compared to the information contained in the forecasted financial information

or that forecasted results will be achieved. Patrick has made no representation to LCI, in the merger agreement or

otherwise, concerning the Patrick Standalone Projections or the Synergy Projections. LCI has made no

representation to Patrick, in the merger agreement or otherwise, concerning the LCI Standalone Projections or the

Synergy Projections.

Patrick Standalone Projections

The Patrick standalone projections reflected prospective financial information for Patrick for fiscal years 2026

through 2030. Patrick management’s forecast methodology incorporated views by end market and a mid-cycle

approach intended to normalize significant year-to-year industry fluctuations. The forecast assumed, among other

things, no pricing increases over the forecast period, upper-mid-single-digit growth in end markets, operating

leverage in labor and overhead, low-single-digit growth in SG&A expenses and capital expenditures generally

ranging from approximately 1% to 2% of revenue.

Summary of Patrick Standalone Projections

($ in millions)	2026E (2)		2027E		2028E		2029E		2030E
Revenue	$4,117		$4,448		$4,804		$5,189		$5,605
Adjusted EBITDA (post-SBC) (1)	$479		$548		$627		$720		$825
Unlevered FCF for Discounting (2)	$373		$378		$423		$479		$546

__________________

(1)Adjusted EBITDA (post-SBC) is a non-GAAP financial measure calculated as EBITDA, adjusted for gains or losses on sales of property,

plant and equipment, acquisition-related transaction costs and acquisition-related fair-value inventory step-up adjustments, with stock-based

compensation treated as an expense. EBITDA is a non-GAAP financial measure calculated as net income plus depreciation and

amortization, net interest expense and income taxes. The use of non-GAAP financial measures is not intended to replace any measures of

performance determined in accordance with GAAP and Adjusted EBITDA presented may not be comparable to similarly titled measures of

other companies.

(2)Unlevered FCF for Discounting is a non-GAAP financial measure calculated as net operating profit after tax, plus depreciation and

amortization, less capital expenditures, plus or minus changes in net working capital, as used in the discounted cash flow analyses presented

to the Patrick Board. The 2026E amount represents projected cash flows for Q2 through Q4 2026; 2026E Revenue and Adjusted EBITDA

are full-year projections.

LCI Standalone Projections

In connection with the evaluation of a potential strategic transaction with Patrick by the LCI board, in April

2026, LCI’s management prepared an update to LCI’s existing long-range plan that was presented to the LCI board

and contained certain non-public, unaudited, standalone financial projections for LCI’s fiscal years 2026 through

2030 (the “LCI Standalone Projections”).

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The LCI board used the LCI Standalone Projections to assist in its decision-making process in determining

whether to authorize and approve the execution of the merger agreement and whether to recommend that LCI’s

shareholders adopt the merger agreement (as described in further detail in the section titled “—Recommendation of

the LCI Board of Directors and Reasons for the Merger”) and the LCI Standalone Projections were approved by the

LCI board for use and were used by PWP in connection with its analyses and opinions described in the section titled

“—Opinion of LCI’s Financial Advisor—Opinion of Perella Weinberg Partners LP.” LCI also shared the forecasts

for fiscal years 2026 through 2030 contained in the LCI Standalone Projections with Patrick and its financial

advisors.

The following table presents a summary of the LCI Standalone Projections prepared by LCI’s management

(except unlevered free cash flow, which was arithmetically calculated by PWP solely using prospective financial

information included in the LCI Standalone Projections) and provided to the LCI board.

Summary of LCI Standalone Projections

($ in millions)	2026E		2027E		2028E		2029E		2030E
Revenue	$4,374		$4,734		$5,016		$5,310		$5,621
Adjusted EBITDA (1)	$493		$587		$647		$688		$755
Unlevered Free Cash Flow (2)	$312		$355		$383		$406		$449

__________________

(1)Adjusted EBITDA is a non-GAAP measure calculated as EBITDA, plus certain restructuring charges incurred in 2026E, totaling

approximately $5 million. EBITDA is a non-GAAP measure calculated as net income plus depreciation and amortization, net interest

expense and income taxes.

(2)Unlevered Free Cash Flow is a non-GAAP measure calculated as EBITDA, less taxes paid, increases in net working capital and capital

expenditures. The 2026E amount represents projected cash flows for Q2 through Q4 2026; 2026E Revenue and Adjusted EBITDA are full-

year projections.

The LCI Standalone Projections were based on numerous estimates, expectations, beliefs, opinions and

assumptions with respect to LCI’s business, including its results of operations and financial condition, capital costs,

growth rates, and with respect to general business, economic, market, regulatory and financial conditions, including

annual industry wide volumes, market share and pricing assumptions across LCI’s product lines, all of which are

difficult to predict and many of which are beyond LCI’s control and may not be realized. LCI management believes

that the estimates, expectations, beliefs, opinions and assumptions used as a basis for the LCI Standalone Projections

were reasonable based on the information available to LCI management at the time they were prepared. However,

the LCI Standalone Projections are not a guarantee of actual future performance. The future financial results of

LCI’s business may differ materially from those expressed in the LCI Standalone Projections due to various factors,

including factors that are beyond LCI’s ability to control or predict.

Synergy Projections

The Synergy Projections, prepared and agreed by Patrick’s and LCI’s management, contain estimates of certain

synergies expected to be realized following the completion of the merger, including approximately $150 million of

annual net run-rate synergies, which relate primarily to procurement and indirect spend savings, facilities and

logistics optimization and sales, general and administrative rationalization. The Synergy Projections were provided

to the Patrick board and the LCI board and to the Patrick financial advisors and PWP. The estimated cost synergies

assumed that the expected benefits of the merger would be realized.

The Synergy Projections were based upon numerous estimates and expectations, beliefs, opinions and

assumptions with respect to the combined company, including its cost and operating structure, results of operations

and financial condition, customer demand levels and competition, and with respect to general business, economic,

market, regulatory and financial conditions and other future events, all of which are difficult to predict and many of

which are beyond Patrick’s and LCI’s control and may not be realized. Patrick’s and LCI’s management, as

applicable, believe that the estimates, expectations, beliefs, opinions and assumptions used as a basis for the Synergy

Projections were reasonable based on the information available to them at the time they were prepared. However, the

Synergy Projections are not a guarantee of actual future performance or ability to achieve the estimated synergies.

The future financial consequences of the merger may differ materially from those expressed in the Synergy

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Projections due to various factors, including factors that are beyond Patrick’s or LCI’s ability to control or predict.

Important factors that may affect Patrick’s, LCI’s or the combined company’s actual ability to achieve the Synergy

Projections are further described in the section titled “Cautionary Statement Regarding Forward-Looking

Statements.” Information regarding the uncertainties associated with realizing the Synergy Projections in connection

with the merger is also described in the section titled “Risk Factors.”

The Synergy Projections are not, and should not be regarded as, a representation that any of the results or

expectations contained in, or forming a part of, the Synergy Projections will be achieved.

Summary of Synergy Projections(3)

($ in millions)	2026E		2027E		2028E		2029E		2030E
Adjusted EBITDA Impact (1)	—		—		$15		$150		$150
Unlevered FCF for Discounting (2)	—		—		$11		$111		$112

__________________

(1)Adjusted EBITDA Impact represents the modeled net effect of realized cost synergies and costs to achieve the synergies.

(2)Unlevered FCF for Discounting represents the after-tax unlevered cash flow impact of the modeled synergies and costs to achieve the

synergies used in the discounted cash flow analysis.

(3)The synergy projections presented to the Patrick Board assumed an illustrative December 31, 2026 transaction closing date and $150

million of annual run-rate pre-tax cost synergies fully realized by year three.

No Appraisal Rights

Under Delaware law, LCI’s stockholders are not entitled to appraisal rights for their shares of LCI common

stock in connection with the LCI merger proposal described herein or to any similar rights of dissenters under

Delaware law. Under Indiana law, Patrick shareholders are not entitled to appraisal or dissenters’ rights in

connection with the merger.

Regulatory Approvals

Neither Patrick nor LCI is aware of any material governmental approvals or actions that are required for

consummation of the merger other than as described below. It is presently contemplated that if any such additional

material governmental approvals or actions are required, those approvals or actions will be sought. For additional

information regarding regulatory approvals in connection with the merger, see the section titled “The Merger

Agreement—Covenants and Agreements—Efforts to Complete the Merger.”

U.S. Antitrust Clearance

The consummation of the merger is subject to the receipt of antitrust clearance in the United States. Under the

HSR Act and the rules promulgated thereunder, the merger may not be completed until notification and report forms

have been filed with the FTC and the DOJ, and the applicable waiting period (or any extensions of such waiting

period) has expired or been terminated. For additional information regarding regulatory approvals in connection

with the merger, see the section titled “The Merger Agreement—Covenants and Agreements—Efforts to Complete

the Merger.”

Most transactions 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 notification and report forms. If the Antitrust

Division of the DOJ or the FTC issues a second request, which is a request for additional information and

documentary material, prior to the expiration of the 30-calendar-day waiting period (or after an additional 30-

calendar day waiting period if the parties pull and refile their HSR notification period), the transaction cannot close

until the parties observe a second 30-calendar-day waiting period, which would begin to run only after both parties

have substantially complied with the second request, unless such second waiting period is terminated earlier.

On August 5, 2026, Patrick and LCI each filed their respective HSR Act notifications with the FTC and the DOJ

in connection with the merger. On September 4, 2026, Patrick and LCI each voluntarily withdrew their respective

HSR Act notifications and, on September 9, 2026, refiled their respective HSR Act notifications with the FTC and

the DOJ. The refilings initiated a new waiting period under the HSR Act.

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Non-U.S. Antitrust Clearance and Regulatory Approvals

Patrick and LCI derive revenues, have assets or other presence in jurisdictions outside the United States where

merger control, foreign investment, or foreign subsidies filings or clearances may be necessary or recommended. In

addition to antitrust approval in the United States, Patrick and LCI will seek the receipt of applicable governmental

consents, approvals, and other clearances required to be obtained under the merger agreement. The merger cannot be

consummated until the closing conditions relating to the applicable filings or clearances in the required jurisdictions

have been satisfied or waived.

Securities and Exchange Commission

In connection with the issuance of Patrick common stock to LCI stockholders, Patrick has filed a registration

statement on Form S-4, of which this joint proxy statement/prospectus forms a part. Each of Patrick and LCI has

agreed to use its reasonable best efforts to have the registration statement declared effective under the Securities Act

as promptly as reasonably practicable after filing.

NASDAQ

The consummation of the merger is subject to approval for listing of the Patrick common stock issuable in the

merger on the Nasdaq, subject to official notice of issuance.

Interests of Patrick Directors and Executive Officers in the Merger

In considering the recommendation of the Patrick board with respect to the Patrick proposals, Patrick

shareholders should be aware that the directors and executive officers of Patrick have interests in the merger that

may be different from, or in addition to, the interests of Patrick shareholders generally. The members of the Patrick

board were aware of and considered these interests, among other matters, in evaluating, negotiating and approving

the merger agreement and in determining to recommend that Patrick shareholders approve the Patrick share issuance

proposal, the Patrick authorized stock increase proposal, and the Patrick articles amendment and restatement

proposal. Such interests are described in more detail below.

Patrick’s executive officers for purposes of the discussion below are: (i) Andy L. Nemeth (Chief Executive

Officer); (ii) Matthew S. Filer (Executive Vice President - Finance, Chief Financial Officer and Treasurer); (iii)

Jeffrey M. Rodino (President); (iv) Hugo E. Gonzalez (President - Powersports and Housing, and Chief Operating

Officer); (v) Joel D. Duthie (Executive Vice President, Chief Legal Officer and Secretary); (vi) Jacob R. Petkovich

(President - Marine); (vii) Charles R. Roeder (President - RV); and (viii) Stacey L. Amundson (Executive Vice

President and Chief Human Resources Officer). For purposes of this discussion, unless otherwise indicated,

references to “executive officers” are limited to Patrick’s eight (8) current executive officers listed above.

Patrick’s non-employee directors for purposes of the discussion below are: (i) Blake W. Augsburger, (ii) Natalie

A. Brown, (iii) Joseph M. Cerulli, (iv) Todd M. Cleveland, (v) John A. Forbes, (vi) Michael A. Kitson, (vii) Denis

G. Suggs, and (viii) M. Scott Welch.

In accordance with SEC rules, this discussion also covers former directors and executive officers of Patrick who

served in such capacity at any time since January 1, 2025, which includes: (i) Richard N. Reyenger (former

President – Marine), who ceased to serve as an executive officer of Patrick in May 2025 and currently serves in a

strategic advisor role, (ii) Andrew C. Roeder (former Executive Vice President – Finance, Chief Financial Officer

and Treasurer), who ceased to serve as an executive officer of Patrick in February 2026, and (iii) Kip B. Ellis

(former President – Powersports, Technology and Housing), who ceased to serve as an executive officer of Patrick

in December 2025.

Certain Interests of Patrick Directors

Two companies affiliated with M. Scott Welch, a director on the Patrick board, beneficially own an aggregate of

15,700 shares of LCI common stock. One of such companies affiliated with Mr. Welch also engages in ordinary

course business with LCI, which represented approximately 1% of such company’s annual sales in 2025. The

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companies affiliated with Mr. Welch will receive the same consideration with respect to their owned shares of LCI

common stock as other LCI stockholders.

Two companies affiliated with Todd M. Cleveland, a director on the Patrick board, engage in ordinary course

business with LCI, which represented approximately 0.1% and 33.9% of each such company’s annual sales in 2025

and which consisted of approximately $9.7 million of sales in the aggregate.

Certain Assumptions

As specifically noted below, for purposes of quantifying the potential payments and benefits described in this

section titled “Interests of Patrick Directors and Executive Officers in the Merger,” the following assumptions were

used:

•the first effective time occurred on August 31, 2026 (which we refer to as the “assumed closing date”),

which is the latest practicable date to determine the amounts described in this section before the filing of

this joint proxy statement/prospectus, and which is the assumed closing date only for purposes of this

section titled “Interests of Patrick Directors and Executive Officers in the Merger”;

•solely for the purposes of quantifying any related payments or benefits, the employment of each executive

officer is terminated by the combined company without “cause” (as such term or term of like import is

defined in the relevant plans and agreements) immediately following the assumed closing date;

•solely for the purposes of quantifying any related payments or benefits, the service of each non-employee

member of Patrick’s board is involuntarily terminated immediately following the assumed closing date;

•each executive officer’s base salary rate and target annual bonus opportunity are those as in effect as of the

assumed closing date;

•solely for the purposes of quantifying the prorated annual bonus payable to each executive officer pursuant

to his employment agreement upon a termination by the combined company without “cause,” each

executive would be entitled to payment of an annual bonus equal to his target annual bonus opportunity,

prior to giving effect to any proration that would apply;

•the number of unvested Patrick equity awards held by each executive officer and director is determined as

of the assumed closing date;

•the price per share of Patrick common stock is $85.41 (which we refer to as the “assumed stock price”),

which is the five (5)-day average closing price of Patrick common stock following the first public

announcement of the merger on June 30, 2026, as required by SEC rules;

•all Patrick performance-vesting restricted shares have their performance criteria satisfied at target levels;

and

•the value of each Patrick Option and Patrick SARs Award for which the per-share exercise price is equal to

or greater than the assumed stock price of $85.41 is $0.00.

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur

or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may

materially differ from the amounts set forth below.

Treatment of Patrick Equity-Based Awards 

Pursuant to the merger agreement, Patrick shall take all actions necessary to cause each vested or unvested

Patrick Option and Patrick SARs Award, and each Patrick Restricted Share and Patrick Performance Share, in each

case, that is outstanding as of immediately prior to the first effective time, to remain outstanding following the first

effective time and to continue to be governed by the same terms and conditions (including, as applicable, terms and

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conditions related to vesting, forfeiture, exercisability and/or dividends or dividend equivalent rights) as were

applicable to such Patrick equity award immediately prior to the first effective time, provided, that:

•the vesting of each such Patrick Option, Patrick SARs Award, Patrick Restricted Share and Patrick

Performance Share shall be eligible to accelerate in full (and, in the case of each Patrick Performance

Share, without pro-ration) upon the holder’s termination of employment by Patrick without “cause” or by

the holder for “good reason” (as such terms are defined in the governing Patrick equity award documents,

and which we refer to in this section as a “qualifying termination of employment”) that occurs, in each

case, within the 24-month period immediately following the first effective time; and

•the performance-vesting conditions applicable to each such Patrick Performance Share shall be deemed

achieved at the greater of (i) target performance and (ii) actual performance through the first effective time,

with such truncated level of actual performance extrapolated through the end of the applicable performance

period, as reasonably determined by the Patrick board, such that, following the first effective time, each

Patrick Performance Share that remains outstanding pursuant to its terms shall be subject solely to service-

based vesting.

The award agreements governing the treatment of outstanding Patrick Restricted Shares and Patrick

Performance Shares generally provide for full accelerated vesting of such Patrick Restricted Shares and Patrick

Performance Shares upon a “change in control” (as such term is defined in the governing Patrick equity award

agreement). Pursuant to the merger agreement, the Patrick board has adopted resolutions pursuant to which the

Patrick board affirmatively determined that neither the execution, delivery nor performance of the merger

agreement, nor consummation of the transactions contemplated thereby, will constitute a “change of control” (as

defined under the Patrick equity plan or any applicable award agreement). Accordingly, the vesting of Patrick

Restricted Shares and/or Patrick Performance Shares will not automatically accelerate in connection with the

merger. The Patrick board determined to adopt the treatment of Patrick equity awards described above so that

Patrick equity awards will generally be treated in a substantially similar manner as the LCI equity awards following

the first effective time.

By virtue of the terms and conditions of the merger agreement governing the treatment of Patrick equity awards,

as a result of the closing, Patrick equity awards that are held by the executive officers will vest in full upon a

termination of such executive officer’s employment by Patrick without “cause” or due to the executive’s resignation

for “good reason” (each, as defined under the Patrick equity plan and/or the governing award agreements) within the

two (2)-year period following the closing.

As a result of the aforementioned treatment of Patrick equity awards contemplated by the merger agreement, all

amounts in respect of Patrick equity awards that are held by executive officers are considered “double-trigger” in

that accelerated vesting will occur only upon the occurrence of two (2) conditions, which are the consummation of

the merger and a qualifying termination of employment during the two (2)-year period following the closing, and no

amounts in respect of Patrick equity awards held by executive officers are “single-trigger” because no vesting or

payment (as applicable) will accelerate solely by virtue of the closing of the merger.

Based on the assumptions described above in “Interests of Patrick Directors and Executive Officers in the

Merger-Certain Assumptions,” the following table sets forth, for each executive officer, former executive officer,

and non-employee director who served in such role at any point since January 1, 2025, the aggregate number of

shares of Patrick common stock subject to unvested Patrick equity-based awards, in each case, as of the assumed

closing date.

Name		Unvested Patrick Options (#)(1)		Unvested Patrick SARs (#)(1)		Patrick Restricted Shares (#)(2)		Patrick Performance Shares (#)(2)
Executive Officers
Andy L. Nemeth		63,270		63,270		26,557		106,231
Matthew S. Filer		3,795		3,795		3,210		12,842
Jeffrey M. Rodino		31,635		31,635		10,734		42,939

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Hugo E. Gonzalez		22,148		22,148		6,773		27,091
Joel D. Duthie		3,165		3,165		4,689		18,762
Jacob R. Petkovich		31,635		31,635		3,513		14,056
Stacey L. Amundson		3,165		3,165		2,563		10,256
Charles R. Roeder		22,148		22,148		5,778		23,116
Andrew C. Roeder(3)		—		—		5,025		—
Richard N. Reyenger		—		—		3,299		13,196
Kip B. Ellis		—		—		—		—
Non-Employee Directors
Blake W. Augsburger		—		—		1,594		—
Natalie A. Brown		—		—		1,594		—
Joseph M. Cerulli		—		—		1,594		—
Todd M. Cleveland		—		—		1,594		—
John A. Forbes		—		—		1,594		—
Michael A. Kitson		—		—		1,594		—
Denis G. Suggs		—		—		1,594		—
M. Scott Welch		—		—		1,594		—

__________________

(1)Each unvested Patrick Option and Patrick SARs Award set forth in these columns has a per-share exercise price that is greater than the

assumed stock price of $85.41, such that the aggregate estimated value of each executive officer’s unvested Patrick Options and Patrick

SARs Awards is $0.00.

(2)See the section below titled “Quantification of Potential Payments and Benefits to Patrick’s Named Executive Officers” beginning on

page 133 of this joint proxy statement/prospectus for an estimate of the values ascribed to the Patrick Restricted Shares and Patrick

Performance Shares held by Patrick’s named executive officers. The aggregate values of the Patrick Restricted Shares and Patrick

Performance Shares held by Patrick’s three (3) executive officers who are not named executive officers is estimated as follows: Jacob R.

Petkovich - $300,045 and $1,200,523, respectively; Stacey L. Amundson - $218,906 and $875,965, respectively; and Charles R. Roeder -

$493,499 and $1,974,338, respectively. The aggregate values of the Patrick Restricted Shares and Patrick Performance Shares held by

Patrick’s former executive officer is estimated as follows: Richard N. Reyenger - $281,768 and $1,127,070, respectively. The estimated

aggregate value of each non-employee director’s Patrick Restricted Shares is $136,144.

(3)In connection with his departure, Andrew C. Roeder retained the Patrick Restricted Shares set forth above. Mr. Roeder’s outstanding Patrick

equity awards are not eligible for accelerated vesting, but they will continue to vest in the ordinary course without the requirement of

continued employment.

Patrick Potential Severance Benefits

Each executive officer other than Stacey L. Amundson is party to an employment agreement with Patrick,

pursuant to which the executive officer is entitled to certain severance payments and/or benefits upon a qualifying

termination of employment, which is neither triggered nor enhanced by the occurrence of a “change in control” (or

such term of like meaning). Pursuant to each executive officer’s employment agreement, in the event he is

terminated without “cause” (and not due to death or “disability”) or in the event Andy L. Nemeth resigns for “good

reason” (as all such terms are defined in the applicable employment agreement, and each such termination we refer

to in this subsection as a “qualifying termination of employment”), such executive officer would become entitled to

the following severance payments (which we refer to as “severance”):

•For each of Andy L. Nemeth, Matthew S. Filer, Jeffrey M. Rodino, Hugo E. Gonzalez, Joel D. Duthie and

Jacob R. Petkovich, (i) cash severance in an amount equal to 12 months of such executive officer’s base

salary, payable in the form of continued base salary payments, and (ii) a lump-sum cash payment equal to

the amount of any annual cash incentive payment that the executive officer would have been entitled to

receive in respect of the fiscal year in which his termination occurs, as determined by the Patrick board,

pro-rated to reflect the portion of the fiscal year that the executive officer was employed by Patrick prior to

termination; and

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•For Charles R. Roeder, (i) cash severance in an amount equal to 24 months of his base salary, payable in

the form of continued base salary payments, and (ii) continuation of health and welfare benefits for a period

of 24 months.

Each executive officer’s employment agreement subjects him to indefinite confidentiality obligations and non-

competition, non-solicitation and non-interference covenants during his period of employment and for two (2) years

following his termination of employment for any reason.

In addition, former executive officer Richard N. Reyenger is party to an employment agreement with Patrick,

pursuant to which Mr. Reyenger would become entitled to the following severance payments and benefits in the

event of the termination of his employment by Patrick without “just cause” or due to Mr. Reyenger’s “disability” or

resignation for “good reason” (each term as defined in the employment agreement): (i) cash severance in an amount

equal to 12 months of his base salary, payable in the form of continued base salary payments, and (ii) continuation

of health and welfare benefits for a period of 12 months. Such severance payments and benefits are neither triggered

nor enhanced by the occurrence of a “change in control.” Mr. Reyenger’s employment agreement subjects him to

indefinite confidentiality obligations and non-competition, non-solicitation and non-interference covenants during

his period of employment and for two (2) years following his termination of employment for any reason.

Patrick Executive Retirement Plan

Mr. Nemeth is a participant in Patrick’s non-qualified Executive Retirement Plan (the “Retirement Plan”).

According to the provisions of the Retirement Plan, Mr. Nemeth became fully vested in his benefits thereunder prior

to the execution of this merger transaction, and the consummation of the merger will not trigger any payout under

the Retirement Plan. Accordingly, no amounts in respect of the Retirement Plan are reflected herein.

Patrick Officers and Directors Membership on the Combined Company Board and Arrangements with the

Combined Company

The merger agreement provides that the combined company board will consist of 12 directors, with six directors

designated by Patrick and six directors designated by LCI. The Patrick designees will consist of Andy L. Nemeth

and Todd M. Cleveland, provided that, in each case, he remains a director of Patrick immediately prior to the closing

effective time, and four additional directors designated by Patrick from its then-current board prior to closing.

The merger agreement provides that Andy L. Nemeth will serve as the chief executive officer of the combined

company and Todd M. Cleveland will be appointed to serve as Chairman of the combined company board as of the

closing effective time, provided that, in the case of Mr. Nemeth, he remains the chief executive officer of Patrick

immediately prior to the closing effective time, and in the case of Mr. Cleveland, he remains a director of Patrick

immediately prior to the closing effective time. The merger agreement also provides that the Patrick board will

appoint the individuals identified in each party’s disclosure letter to specified executive leadership positions

effective as of the closing effective time.

Continuing Employee Benefits

The merger agreement provides for certain customary protections regarding the compensation and benefits of

continuing employees, including the executive officers, during their employment with the combined company

following the first effective time. The relevant provisions are described in more detail in the section titled “The

Merger Agreement—Employee Benefits Matters” beginning on page 161 of this joint proxy statement/prospectus.

Treatment of Annual Bonuses

The merger agreement provides for certain protections for annual bonuses for the year in which the first

effective time occurs, including for the executive officers, The relevant provisions are described in more detail in the

section titled “The Merger Agreement—Employee Benefits Matters” beginning on page 161 of this joint proxy

statement/prospectus.

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Transaction and Retention Bonuses

Patrick may, after consultation with LCI, provide individuals, including its executive officers, with additional

compensation in the form of a transaction or retention bonus, so long as such additional compensation does not

exceed $13.0 million in the aggregate (with a maximum of $3.0 million in the aggregate for transaction bonuses and

$10.0 million in the aggregate for retention bonuses). This additional compensation may be provided to any

individual. At this time, no such amounts have been allocated.

Indemnification and Insurance

Under the merger agreement, certain present and former directors, officers and fiduciaries of Patrick and their

respective subsidiaries will be entitled to continued indemnification, exculpation, advancement and insurance

protections with respect to matters existing or occurring at or prior to the first effective time. For a more detailed

description, see the section titled “The Merger Agreement—Indemnification, Exculpation and Insurance” beginning

on page 161 of this joint proxy statement/prospectus.

Quantification of Potential Payments and Benefits to Patrick’s Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of

each of Patrick’s named executive officers that is based on or otherwise relates to the merger and that will or may

become payable to such named executive officers at either the consummation of the merger or upon a qualifying

termination of employment upon or following the consummation of the merger. The table below sets forth, for the

purposes of this merger-related compensation disclosure, the amount of payments and benefits that each Patrick

named executive officer would receive at the first effective time based on the assumptions described above in

“Interests of Patrick Directors and Executive Officers in the Merger—Certain Assumptions” (which assumptions

include that the first effective time occurred on the assumed closing date and each named executive officer

experienced a qualifying termination of employment on such date).

The calculations in the table do not include amounts that Patrick’s named executive officers were already

entitled to receive or were vested in as of the date of this joint proxy statement/prospectus. Moreover, 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 a named executive

officer may materially differ from the amounts set forth below.

For the purposes of this disclosure, “double-trigger” refers to amounts and benefits that require the occurrence

of two (2) conditions, which are the consummation of the merger and a qualifying termination of employment

during the relevant period following the closing. “Single-trigger” refers to amounts and benefits that require the

occurrence of the consummation of the merger.

Golden Parachute Compensation(1)

Name		Cash ($)(2)		Equity ($)(3)		Total ($)
Andy L. Nemeth		2,209,726		11,341,423		13,551,149
Matthew S. Filer		964,110		1,371,001		2,335,111
Jeffrey M. Rodino		1,321,164		4,584,211		5,905,375
Hugo E. Gonzalez		1,238,014		2,892,324		4,130,338
Joel D. Duthie		931,233		2,002,949		2,934,182

__________________

(1)Former executive officer Andrew C. Roeder is also considered a named executive officer by virtue of serving as Patrick’s Principal

Financial Officer during 2026. Mr. Roeder is not entitled to “double-trigger” equity acceleration in respect of his unvested Patrick equity

awards, and he is not otherwise expected to receive any payments or benefits in connection with the merger beyond those provided to

Patrick shareholders, generally. Accordingly, Mr. Roeder is omitted from the Golden Parachute Compensation tables.

(2)Represents the estimated aggregate value of the cash severance that each Patrick named executive officer is entitled to receive pursuant to

his employment agreement upon a qualifying termination that occurs on the assumed closing date. As further described above in the section

titled “Patrick Potential Severance Benefits,” each Patrick named executive officer’s employment agreement entitles him to cash severance

consisting of (i) 12 months of continued base salary payments plus (ii) a pro-rata portion of the annual bonus that the Patrick named

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executive officer would have earned for the year of his employment termination. The estimated values of the Patrick named executive

officers’ respective cash severance and pro-rata annual bonus payments are set forth below, with the pro-rata annual bonus component

calculated based on the assumption that each Patrick named executive officer would have earned an annual bonus equal to his target annual

bonus opportunity (prior to giving effect to such proration):

Name		Cash Severance ($)		Pro Rata Annual Bonus ($)		Total ($)
Andy L. Nemeth		950,000		1,259,726		2,209,726
Matthew S. Filer		500,000		464,110		964,110
Jeffrey M. Rodino		625,000		696,164		1,321,164
Hugo E. Gonzalez		575,000		663,014		1,238,014
Joel D. Duthie		550,000		381,233		931,233

(3)Represents the estimated aggregate value of the unvested Patrick equity awards held by each of Patrick’s named executive officers that

would accelerate and vest upon the holder’s termination of employment by Patrick without “cause” or by the holder for “good reason” that

is triggered within the two (2)-year period immediately following the assumed closing date. Amounts in respect of all Patrick equity awards

are considered “double-trigger.” The following table sets forth the estimated aggregate value for each Patrick named executive officer by

Patrick equity award type (for Patrick Performance Shares, with performance deemed achieved at the target level).

Name		Unvested Patrick Stock Options ($)(a)		Unvested Patrick SARs Awards ($)(a)		Unvested Patrick Restricted Shares ($)(b)		Unvested Patrick Performance Shares ($)(b)		Total ($)
Andy L. Nemeth		—		—		2,268,233		9,073,190		11,341,423
Matthew S. Filer		—		—		274,166		1,096,835		1,371,001
Jeffrey M. Rodino		—		—		916,791		3,667,420		4,584,211
Hugo E. Gonzalez		—		—		578,482		2,313,842		2,892,324
Joel D. Duthie		—		—		400,487		1,602,462		2,002,949

(a)Amounts in this column are calculated as the product of (i) (A) the assumed stock price of $85.41 less (B) the per-share exercise price

applicable to such Unvested Patrick Stock Option or Patrick SARs Award, multiplied by (ii) the actual or corresponding number of

shares of Patrick common stock subject to such Patrick Option or Patrick SARs Award, as applicable. Each unvested Patrick Option

and Patrick SARs Award held by Patrick’s named executive officers has a per-share exercise price that is greater than the assumed

stock price of $85.41, such that the aggregate estimated value of each named executive officer’s unvested Patrick Options and Patrick

SARs Awards is $0.00.

(b)Amounts in each of these columns are calculated as the product of (i) the number of unvested Patrick Shares or Patrick Performance

Shares held by each Patrick named executive officer, as applicable, multiplied by (ii) the assumed stock price of $85.41. Pursuant to

the merger agreement, the performance-vesting conditions applicable to each Patrick Performance Share will be deemed achieved at

the greater of (A) target performance and (B) actual performance through the first effective time, with such truncated level of actual

performance extrapolated through the end of the applicable performance period. Thereafter, each Patrick Performance Share will be

subject solely to service-based vesting. For purposes of the unvested Patrick Performance Shares, the amounts assume that the

Performance Shares are deemed achieved at the target level of performance. None of the named executive officers are entitled to any

benefits continuation payable by the combined company.

Interests of LCI Directors and Executive Officers in the Merger

Overview

In considering the recommendation of the LCI board with respect to the LCI merger proposal, LCI stockholders

should be aware that LCI directors and executive officers may have interests in the merger that are different from, or

in addition to, the interests of LCI stockholders generally. The LCI board was aware of and considered these

interests, among other matters, in evaluating, negotiating and approving the merger agreement and in determining to

recommend that LCI stockholders approve the merger agreement and the first merger. Such interests are described

in more detail below.

LCI’s executive officers for purposes of the discussion below are: (i) John A. Sirpilla (interim Chief Executive

Officer); (ii) Lillian D. Etzkorn (Executive Vice President and Chief Financial Officer); (iii) Ryan R. Smith (Group

President – North America); and (iv) Jamie M. Schnur (Group President – Aftermarket).

LCI’s non-employee directors for purposes of the discussion below are: (i) Brendan J. Deely, (ii) Virginia L.

Henkels, (iii) Robert P. Hureau, (iv) Stephanie K. Mains, (v) Linda K. Myers and (vi) Kieran M. O’Sullivan.

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In accordance with SEC rules, this discussion also covers former directors and executive officers of LCI who

served in such capacity at any time since the beginning of the last fiscal year, which consist of (i) Jason D. Lippert

(former Chief Executive Officer and director), who retired as Chief Executive Officer and resigned as a member of

the LCI board effective June 3, 2026, (ii) Andrew J. Namenye (former Executive Vice President, Chief Legal and

HR Officer, and Corporate Secretary), who retired effective July 31, 2025, (iii) Tracy D. Graham (former non-

employee director who resigned as a member of the LCI Board effective as of June 3, 2026) and (iv) James F. Gero

(former non-employee director who did not stand for re-election to the LCI board at LCI’s 2026 Annual Meeting of

Stockholders).

Certain Assumptions

As specifically noted below, for purposes of quantifying the potential payments and benefits described in this

section titled “Interests of LCI Directors and Executive Officers in the Merger,” the following assumptions were

used:

•the first effective time occurred on August 31, 2026 (which we refer to as the “assumed closing date”),

which is the assumed closing date only for purposes of this section titled “Interests of LCI Directors and

Executive Officers in the Merger”;

•the employment of each executive officer is terminated by the combined company without “cause” or due

to the officer’s resignation for “good reason” (or a term of similar import) (as such terms are defined in the

relevant plans and agreements), in each case, immediately following the assumed closing date;

•solely for purposes of quantifying any related payments or benefits, the service of each non-employee

member of the LCI board is involuntarily terminated immediately following the assumed closing date;

•each executive officer’s base salary rate and annual target bonus are those as in effect as of the date of this

joint proxy statement/prospectus;

•the number of unvested LCI equity awards held by each executive officer and director is determined as of

August 31, 2026 (the latest practicable date to determine such amounts before the filing of this joint proxy

statement/prospectus);

•the price per share of LCI common stock is $103.25, which is the five-day average closing price of LCI

common stock following the first public announcement of the merger on June 30, 2026, as required by SEC

rules;

•all LCI performance-vesting restricted stock units have their performance criteria satisfied at target levels;

and

•the value of LCI stock options for which the exercise price is equal to or greater than the assumed stock

price of $103.25 is $0.00.

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur

or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may

materially differ from the amounts set forth below.

Treatment of LCI Equity-Based Awards

The merger agreement provides that, at the first effective time of the first merger, each outstanding LCI RSU

Award and LCI PSU Award, whether vested or unvested, will automatically, and without any action on the part of

the holder, convert into a restricted stock unit award with respect to shares of Patrick common stock, on generally

the same terms and conditions as applied immediately prior to the first effective time of the first merger and after

giving effect to the exchange ratio, except that the number of shares underlying each LCI PSU Award will be

determined based on the greater of target performance and actual performance through the first effective time of the

first merger extrapolated through the end of the applicable performance period, and such converted award will vest

solely based on continued service. Additionally, any amounts relating to dividends or dividend equivalent rights

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granted in respect of any LCI RSU Awards and LCI PSU Awards that are accrued or credited and unpaid as of the

first effective time of the first merger, if any, shall carry over and be paid if and when required by, and in accordance

with the terms and conditions that were applicable to, such LCI RSU Awards or PSU Awards as of immediately

prior to the first effective time of the first merger. Each outstanding cash-settled deferred stock unit of LCI will be

automatically, and without any action on the part of the holder, cancelled and converted into the right to receive a

cash payment based on the closing price of a share of LCI common stock on the NYSE on the last trading day

immediately prior to the closing date, plus any accrued or credited and unpaid dividend or dividend equivalent

amounts, in each case subject to the terms and conditions of the merger agreement.

Assuming the first effective time of the first merger occurred on August 31, 2026, the following table sets forth,

for each of LCI’s directors and executive officers identified above, the number of shares of LCI common stock

underlying (i) unvested LCI RSU Awards, (ii) unvested LCI PSU Awards and (iii) vested LCI DSU Awards.

Name		LCI RSU Awards as of August 31, 2026(#)		LCI PSU Awards at Target Level as of August 31, 2026(#)		LCI DSU Awards as of August 31, 2026(#)
Jason D. Lippert		42,536		35,225		—
Andrew J. Namenye		—		3,974		—
John A. Sirpilla		17,854		—		—
Lillian D. Etzkorn		8,122		18,941		—
Ryan R. Smith		20,679		48,667		—
Jamie M. Schnur		14,126		33,247		—
Brendan J. Deely		1,351		—		—
Virginia L. Henkels		1,351		—		6,019
Robert P. Hureau		1,133		—		—
Stephanie K. Mains		1,351		—		2,208
Linda K. Myers		1,351		—		1,185
Kieran M. O’Sullivan		1,351		—		—
Tracy D. Graham		—		—		—
James F. Gero		—		—		—

Membership on the Combined Company Board and Arrangements with the Combined Company

The merger agreement provides that the combined company board will consist of 12 directors, with six directors

designated by Patrick and six directors designated by LCI. The LCI designees will consist of John A. Sirpilla,

provided that he remains a director of LCI immediately prior to the closing effective time, and five additional

directors designated by LCI from its then-current board prior to closing. The merger agreement provides that Mr.

Sirpilla will be appointed to serve as Vice Chairman of the combined company board as of the closing effective

time, provided that he remains a director of LCI immediately prior to the closing effective time. The merger

agreement also provides that the Patrick board will appoint the individuals identified in each party’s disclosure letter

to specified executive leadership positions effective as of the closing effective time. 

Interim CEO Offer Letter

On June 3, 2026, Jason D. Lippert retired as chief executive officer of LCI and resigned as a member of the LCI

board, and the LCI board appointed Mr. Sirpilla to serve as interim chief executive officer effective immediately.

LCI entered into an offer letter with Mr. Sirpilla effective as of June 4, 2026. The offer letter provides Mr. Sirpilla

with an annual base salary of $1,100,000 and an annual target bonus opportunity equal to 140% of annual base

salary. The offer letter provides for a one-time grant of time-based restricted stock units with a grant date value of

$1,800,000, which cliff vests on the earlier of immediately before LCI’s 2027 annual meeting and the first

anniversary of Mr. Sirpilla’s start date, subject to continued service as interim chief executive officer or as a member

of the LCI board through the first anniversary of the start date. The offer letter provides for full acceleration of the

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one-time restricted stock unit award upon a termination of Mr. Sirpilla’s employment due to death or disability or

the occurrence of a change in control or a similar transaction, as determined by the LCI board.

Jason Lippert Separation Agreement

LCI and Mr. Lippert are party to a separation agreement and general release that were entered into in connection

with his retirement as chief executive officer of LCI on June 3, 2026. The separation agreement provides that LCI

will pay Mr. Lippert a monthly cash payment of $100,000 until June 3, 2027 (which we refer to as the “Monthly

Cash Payment”). The separation agreement further provides that Mr. Lippert’s outstanding and unvested LCI RSU

Awards and his outstanding and unvested 2024 LCI PSU Awards will remain outstanding and eligible to vest on

June 3, 2027, subject to the board’s determination that Mr. Lippert has fully complied with the separation agreement

and all other restrictive covenant obligations and his execution and non-revocation of a valid release of claims in

favor of LCI and its affiliates as of June 3, 2027.

Potential Severance Payments and Benefits

Messrs. Smith and Schnur and Ms. Etzkorn are each party to employment agreements with LCI (collectively,

the “Employment Agreements”), which provide for severance benefits in the event of the following terminations of

employment: (i) involuntary termination of employment without “Cause” (including, for Ms. Etzkorn, if LCI

terminates such executive officer’s employment without “Cause” within 120 days following the expiration of the

“Employment Period” or any subsequent one-year renewal period); (ii) by the executive officer for “Good

Reason” (each as defined in the applicable employment agreement, with includes an approved retirement for Messrs.

Smith and Schnur); and (iii) in the case of Messrs. Smith and Schnur, in the event of a termination due to death.

Upon the foregoing qualifying terminations of employment of any of Messrs. Smith and Schnur or Ms. Etzkorn,

the applicable executive officer has the right to receive (i) an amount equivalent to two times such executive

officer’s annual base salary at the highest annualized rate in effect at any time within two years of the date of such

qualifying termination of employment; (ii) payment of an amount equivalent to two times such executive officer’s

average bonus or incentive compensation (excluding any equity awards, payments under any long-term or similar

benefit plan, or any other special or one-time payments) actually paid to such executive officer during the 36-month

period immediately preceding such qualifying termination of employment, but no greater than such executive

officer’s then-current annual base salary, (iii) any amounts payable under LCI’s then-current management incentive

plan and acceleration of vesting of any equity awards subject to time-based vesting conditions only; (iv) a lump sum

payment equal to 12 months of the current COBRA premium; and (v) outplacement services for no less than six

months. The Company also provides payment of a pro-rata portion of the annual bonus for the year of termination.

As a condition to the provision of the foregoing severance benefits, a departing executive officer is required to

execute a separation agreement and general release of claims in a form acceptable to LCI.

Additionally, Messrs. Lippert, Smith and Schnur are participants in LCI’s Executive Non-Qualified Deferred

Compensation Plan (the “NQDC Plan”), under which each maintain vested balances of deferred compensation. In

connection with a termination of employment without cause or due to resignation for good reason, Messrs. Lippert,

Smith and Schnur’s balances under the NQDC Plan begin to become payable.

The offer letter for Mr. Sirpilla does not provide for any potential severance payments or benefits.

Section 280G Mitigation Actions

LCI is conducting an ongoing analysis of the potential impact of Sections 4999 and 280G of the Code (which

we refer to collectively as “Section 280G”) in connection with the merger. Although the ultimate impact of Section

280G is contingent on numerous factors, including Patrick’s stock price at the first effective time and the date on

which the first effective time occurs, as a result of the recent hiring of certain LCI executive officers and other senior

positions resulting in individuals with lower-than-normal compensation history (which lowers the threshold to

trigger Section 280G), LCI has identified certain executive officers who may trigger the adverse tax consequences

imposed by Section 280G. These consequences consist of a 20% excise tax on any impacted payments, payable by

the individual, and the inability of the combined company to claim the benefit of a tax deduction with respect to

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such payments. As a result, it is in the interests of LCI’s executive officers, LCI, the combined company and their

respective stockholders to minimize the impact of Section 280G in connection with the merger.

Therefore, in order to preserve the retention value of the impacted individuals’ equity awards and other

compensation, as well as the ability of the combined company to potentially claim a tax deduction in respect of such

payments, LCI may, after consultation with Patrick, take certain customary actions to mitigate the impact of Section

280G for any impacted individuals, including by (i) accelerating the vesting or payment of compensation (including

annual bonuses) that is scheduled to vest or be paid prior to December 31, 2027 so that it is instead vested and paid

on or prior to December 31, 2026, subject to repayment in the event of a termination prior to the ordinary vesting

date or the failure to satisfy applicable performance metrics (if applicable), and/or (ii) entering into or expanding

non-competition agreements (collectively, the “reasonable mitigation strategies”). 

As of the date of this joint proxy statement/prospectus, the amount of any additional compensation that may be

paid to offset the adverse tax consequences of Section 280G is not reasonably determinable, as it will depend on the

value, composition and timing of payments and benefits ultimately made or provided in connection with the merger,

as well as the applicable recipient’s individual tax circumstances at the time of payment. 

Transaction and Retention Bonuses

LCI may, after consultation with Patrick, provide certain individuals, including its executive officers, with

additional compensation in the form of a transaction or retention bonus, so long as such additional compensation

does not exceed $13.0 million in the aggregate (with a maximum of $3.0 million in the aggregate for transaction

bonuses and $10.0 million in the aggregate for retention bonuses). This additional compensation may be provided to

any individual. At this time, approximately $0.6 million and approximately $0.9 million have been allocated as

transaction bonuses and retention bonuses, respectively, to certain employees of LCI (none of whom are executive

officers of LCI). Such transaction bonuses vest upon the closing of the merger, and such retention bonuses vest six

months thereafter, subject to the recipient’s continued compliance with restrictive covenants contained in the

applicable award agreements, employment agreement and any other written agreement between the recipient and

LCI, in each case to the extent applicable, and continued employment, in each case, through each vesting date. Any

amounts payable shall be paid shortly following the vesting date, as set forth in the applicable bonus agreements.

Director and Officer Indemnification

Pursuant to the terms of the merger agreement, each director and officer of LCI or any of their respective

subsidiaries at the time of the merger agreement or prior to the consummation of the merger are entitled to continued

indemnification and such LCI directors and officers are entitled to insurance coverage, in each case, through the

combined company for acts or omissions occurring before or at the consummation of the merger. For a more

detailed description of the provisions of the merger agreement relating to director and officer indemnification, please

see the section titled “The Merger Agreement—Indemnification, Exculpation and Insurance.”

Quantification of Potential Payments and Benefits to LCI’s Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of

each of LCI’s named executive officers that is based on or otherwise relates to the merger and that will or may

become payable to the named executive officers at either the consummation of the merger or upon a qualifying

termination of employment upon or following the consummation of the merger. The table below sets forth, for the

purposes of this merger-related compensation disclosure, the amount of payments and benefits that each named

executive officer would receive at the first effective time based on the assumptions described above in “Interests of

LCI Directors and Executive Officers in the Merger—Certain Assumptions” (which assumptions include that the

first effective time occurred on August 31, 2026 and each named executive officer experienced a qualifying

termination of employment on such date).

The calculations in the table do not include amounts that LCI’s named executive officers were already entitled

to receive or were vested in as of the date of this joint proxy statement/prospectus, other than the accelerated

distribution of vested account balances under the SSP. Moreover, 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

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footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ

from the amounts set forth below. 

Golden Parachute Compensation

Name(1)		Cash ($)(2)		Equity ($)(3)		Nonqualified Deferred Compensation ($)(4)		Benefits ($)(5)		Total ($)
Jason D. Lippert		—		8,028,823		—		—		8,028,823
Lillian D. Etzkorn		2,896,347		2,794,255		—		86,000		5,776,602
Ryan R. Smith		5,370,674		7,159,975		2,694,283		86,000		15,310,932
Jamie M. Schnur		4,018,600		4,891,262		5,713,556		86,000		14,709,418
Andrew J. Namenye		—		410,316		—		—		410,316
John A. Sirpilla		—		1,843,426		—		—		1,843,426

__________________

(1)Effective June 3, 2026, Mr. Lippert retired as the Company’s Chief Executive Officer and Mr. Sirpilla commenced employment as the

Company’s interim Chief Executive Officer. Effective July 31, 2025, Mr. Namenye resigned from the Company for good reason, and the

Company provided him with the severance compensation set forth in his employment agreement under the scenario of a resignation for

good reason.

(2)Represents the estimated aggregate value of the cash severance payment to each LCI named executive officer is entitled to receive, which,

in the case of Messrs. Smith and Schnur and Ms. Etzkorn is equal to (x) two multiplied by such individual’s annual base salary, at the

highest annualized rate in effect at any time within two years of the date of termination; plus (y) two multiplied by such individual’s average

bonus or incentive compensation actually paid to such individual, if any, during the 36-month period immediately preceding such

individual’s termination, provided that such 36-month average may not exceed such individual’s then-current annual base salary; plus (z)

any amounts payable under LCI’s then-current management incentive plan, assuming a termination date of August 31, 2026. The following

table shows, for each named executive officer, as applicable, the amount of each component part of these cash payments. These amounts are

all “double trigger” in nature other than with respect to Messrs. Smith and Schnur to the extent the closing happens prior to December 19,

2027, in which case the amounts are “modified single-trigger” in nature.

Name		Base Salary Component ($)		Target Bonus Component ($)		Pro-Rata Annual Bonus Component($)		Total ($)
Jason D. Lippert		—		—		—		—
Lillian D. Etzkorn		1,297,800		1,181,880		416,667		2,896,347
Ryan R. Smith		1,971,420		1,971,420		1,427,833		5,370,674
Jamie M. Schnur		1,555,300		1,555,300		908,000		4,018,600
Andrew J. Namenye		—		—		—		—
John A. Sirpilla		—		—		—		—

__________________

(3)Represents estimated values associated with the full value of outstanding LCI RSU Awards and LCI PSU Awards, which are being

converted and will vest solely based on continued service amounts as described above in the section titled “—Treatment of LCI Equity-

Based Awards.” The following table sets forth the estimated aggregate value payable to each LCI named executive officer in connection

with the consummation of the merger by award type (for LCI PSU Awards, with performance deemed achieved at target level). These

amounts are all “double trigger” in nature and will accelerate and vest upon a qualifying termination of employment (including a

termination of Messrs. Smith or Schnur for any reason other than for Cause to the extent the closing happens prior to December 19, 2027).

Name		Value of Unvested LCI RSU Awards ($)		Value of Unvested LCI PSU Awards at Target Level ($)		Total ($)
Jason D. Lippert		4,391,842		3,636,981		8,028,823
Lillian D. Etzkorn		838,597		1,955,658		2,794,255
Ryan R. Smith		2,135,107		5,024,868		7,159,975
Jamie M. Schnur		1,458,510		3,432,753		4,891,262
Andrew J. Namenye		—		410,316		410,316
John A. Sirpilla		1,843,426		—		1,843,426

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__________________

(4)Represents the estimated aggregate value of benefits payable under LCI’s Executive Non-Qualified Deferred Compensation Plan, as of July

31, 2026, under which Messrs. Lippert, Smith and Schnur maintain a vested balance. In accordance with the terms of LCI’s Executive Non-

Qualified Deferred Compensation Plan, Mr. Lippert’s vested benefit became payable upon his separation from service on June 3, 2026,

without regard to the transaction, and the amount thereof is excluded from the table above on this basis. For Messrs. Smith and Schnur,

payments will be triggered by the transaction, and as such, these amounts are considered “single trigger” in nature.

(5)Represents the estimated aggregate value of benefits continuation for 12 months and six months of outplacement services for each named

executive officer, except Messrs. Lippert, Sirpilla and Namenye, each of whom either is not entitled or is no longer entitled, as applicable, to

any benefits continuation or outplacement services. The following table shows, for each named executive officer, the amount of the health

insurance contribution payment payable by the Company. These amounts are all “double trigger” in nature other than with respect to

Messrs. Smith and Schnur to the extent the closing happens prior to December 19, 2027, in which case the amounts are “modified single-

trigger” in nature.

Name		Benefits Continuation ($)		Outplacement Services ($)		Total ($)
Jason D. Lippert		—		—		—
Lillian D. Etzkorn		36,000		50,000		86,000
Ryan R. Smith		36,000		50,000		86,000
Jamie M. Schnur		36,000		50,000		86,000
Andrew J. Namenye		—		—		—
John A. Sirpilla		—		—		—

Indemnification and Insurance

Under the merger agreement, each present and former director and officer of LCI or Patrick or any of their

respective subsidiaries are entitled to continued indemnification and such LCI directors and officers are entitled to

insurance coverage, in each case, through the combined company for acts or omissions occurring before or at the

consummation of the merger. For a more detailed description, see the section titled “The Merger Agreement—

Indemnification, Exculpation and Insurance” beginning on page 161 of this joint proxy statement/prospectus.

Listing of Patrick Common Stock; Delisting and Deregistration of LCI Common Stock

If the merger is completed, the shares of Patrick common stock to be issued in the merger will be listed for

trading on the Nasdaq, shares of LCI common stock will be delisted from the NYSE and deregistered under the

Exchange Act and LCI will no longer be required to file periodic reports with the SEC pursuant to the Exchange

Act.

Accounting Treatment of the Merger

Patrick and LCI prepare their respective financial statements in accordance with GAAP. The merger will be

accounted for as a business combination using the acquisition method of accounting in accordance with Accounting

Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) under GAAP. Under this method

of accounting, the identifiable assets acquired and liabilities assumed in the business combination are recognized and

measured at their estimated fair values as of the acquisition date. The excess of the fair value of the purchase

consideration to be transferred by Patrick over the estimated fair value of the identifiable assets acquired and

liabilities assumed, if any, will be recognized as goodwill.

Patrick will be the acquirer for financial accounting purposes and LCI will be treated as the acquiree based on

consideration of facts and circumstances at the time of preparation of this joint proxy statement/prospectus. Factors

supporting the identification of Patrick as the accounting acquirer include: (i) Patrick is the legal acquirer and will

issue shares of Patrick common stock as consideration in the merger; (ii) holders of Patrick common stock

immediately prior to the merger are expected to hold approximately 52% of the voting interests of the combined

company immediately following the merger, compared with approximately 48% expected to be held by former LCI

stockholders; and (iii) the senior leadership of the combined company will include significant continuing leadership

from Patrick, including Andy L. Nemeth, Patrick's current Chief Executive Officer, who will serve as Chief

Executive Officer of the combined company, and Todd M. Cleveland, a current Patrick director, who will serve as

Chairman of the combined company board. Under this method of accounting, the identifiable assets acquired and

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liabilities assumed in the business combination are recognized and measured at their estimated fair values as of the

acquisition date. The excess of the fair value of the purchase consideration to be transferred by Patrick over the

estimated fair value of the identifiable assets acquired and liabilities assumed, if any, will be recognized as goodwill.

The financial condition and results of operations of Patrick will include LCI’s balances and results after completion

of the merger.

Treatment of LCI Indebtedness

As of June 30, 2026, LCI had approximately $853 million of outstanding indebtedness, consisting primarily of

amounts outstanding under the 2030 Notes and the LCI term loan.

Pursuant to the merger agreement, Patrick is obligated to pay off, or cause to be paid off, substantially

contemporaneously with the first effective time of the first merger, all amounts outstanding under the LCI credit

facility, and the commitments under the LCI credit facility will be terminated in connection therewith. This joint

proxy statement/prospectus does not constitute a notice of termination, repayment or prepayment under the LCI

credit facility.

Under the merger agreement, prior to or at the first effective time, LCI is required to take all actions required of

it by the indenture governing the 2030 Notes to cause each 2030 Note that is issued and outstanding immediately

prior to the first effective time to remain issued and outstanding but to represent a right to convert into shares of

Patrick common stock in accordance with the terms of the indenture governing the 2030 Notes. Patrick and LCI are

reviewing potential additional actions with respect to LCI's existing indebtedness, and Patrick may, but is not

obligated to, refinance, repurchase, redeem, exchange or otherwise terminate all or a portion of the 2030 Notes in

connection with or following the consummation of the merger. Patrick and/or LCI may also conduct one or more

exchange offers, offers to purchase and/or consent solicitations in relation to the 2030 Notes, subject to the terms of

the merger agreement and applicable law. The terms and timing of any such exchange offers, offers to purchase and/

or consent solicitations have not been determined as of the date of this joint proxy statement/prospectus. This joint

proxy statement/prospectus does not constitute an offer to sell or the solicitation of an offer to buy any debt

securities of Patrick or LCI. It does not constitute a prospectus or prospectus equivalent document for any such

securities. No offering of any debt securities of Patrick or LCI shall be made except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

For a description of LCI's existing indebtedness, please refer to LCI's Quarterly Report on Form 10-Q for the

quarter ended June 30, 2026, filed with the SEC on August 5, 2026, which is incorporated by reference into this joint

proxy statement/prospectus.

Litigation Related to the Merger

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have

entered into acquisition, merger or other business combination agreements like the merger agreement. Although

neither Patrick nor LCI is aware of any pending lawsuits relating to the merger contemplated by the merger

agreement as of the date of this joint proxy statement/prospectus, lawsuits arising out of or in connection with the

merger contemplated by the merger agreement could be filed in the future. Among other remedies, claimants could

seek damages and/or to enjoin the merger and the other transactions contemplated by the merger agreement. The

outcome of any litigation is uncertain, and any such lawsuits could prevent or delay the consummation of the merger

and result in significant costs. Any such actions could create uncertainty relating to the merger and could be costly

and distracting to Patrick and LCI management.

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THE MERGER AGREEMENT

The following summarizes material provisions of 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. The rights

and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by

this summary or any other information contained in this joint proxy statement/prospectus. LCI stockholders and

Patrick shareholders are urged to read the merger agreement carefully and in its entirety, as well as this joint proxy

statement/prospectus, before making any voting decisions. This summary is qualified in its entirety by reference to

the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus and is

incorporated by reference herein.

In reviewing the merger agreement and this summary, please remember that each has been included to provide

you with information regarding the terms of the merger agreement and is not intended to provide any other factual

information about LCI, Patrick or any of their respective subsidiaries. The merger agreement contains

representations and warranties and covenants by each of the parties to the merger agreement, which are summarized

below. These representations and warranties have been made solely for the benefit of the other parties to the merger

agreement and:

•were not intended as statements of fact, but rather as a way of allocating the risk to one of the parties if

those statements prove to be inaccurate;

•have been qualified by certain confidential disclosures that were made to the other party in connection with

the negotiation of the merger agreement, which disclosures are not reflected in the merger agreement; and

•may apply standards of materiality in a way that is different from what may be viewed as material by you

or other investors.

Moreover, information concerning the subject matter of the representations and warranties in the merger

agreement and described below may have changed since the date of the merger agreement and subsequent

developments or new information qualifying a representation or warranty may have been included in this joint proxy

statement/prospectus. Accordingly, the representations and warranties and other provisions of the merger agreement

should not be read alone, but instead should be read together with the information provided elsewhere in this joint

proxy statement/prospectus and in the documents incorporated by reference into this joint proxy statement/

prospectus. See the section titled “Where You Can Find More Information.”

Structure of the Merger

The merger agreement provides for, upon the terms and subject to the conditions set forth in the merger

agreement, a two-step merger transaction. In the first step (which we refer to as the “first merger”), First Merger

Sub, a newly formed Delaware corporation and a direct wholly owned subsidiary of Patrick, will be merged with

and into LCI, with LCI surviving the first merger as the initial surviving entity and a direct wholly owned subsidiary

of Patrick. Immediately following the first merger, in the second step (which we refer to as the “second merger” and,

together with the first merger, the “merger”), the initial surviving entity will be merged with and into Second Merger

Sub (Second Merger Sub, Patrick and First Merger Sub, collectively the “Patrick parties”), a newly formed Indiana

limited liability company and a direct wholly owned subsidiary of Patrick, with Second Merger Sub surviving the

second merger as the final surviving entity and a direct wholly owned subsidiary of Patrick.

The first merger will be effected in accordance with the DGCL and the second merger will be effected in

accordance with the DGCL and the Indiana Business Flexibility Act (which we refer to as the “IBFA”).

Closing and Effectiveness of the Merger

The closing of the merger will take place at 7:45 a.m. Eastern Time on the third business day after all conditions

set forth in the merger agreement have been satisfied or waived (other than those conditions that by their terms are to

be fulfilled at the closing, but subject to the fulfillment or waiver of such conditions), by way of electronic exchange

of documents, unless another time, date or manner of closing is agreed in writing by the parties. For a description of

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the conditions to the closing, see the section titled “The Merger Agreement—Conditions to the Closing of the

Merger.”

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the

DGCL, First Merger Sub will be merged with and into LCI at the first effective time. Following the first effective

time, the separate legal existence of First Merger Sub will cease, and LCI will continue as the initial surviving entity

and as a direct wholly owned subsidiary of Patrick. Subject to the provisions of the merger agreement, as soon as

possible on the closing date, the parties will cause the first merger to be consummated by LCI and First Merger Sub

filing with the Secretary of State of the State of Delaware a Certificate of Merger (which we refer to as the “first

certificate of merger”) with respect to the first merger, duly executed and completed in accordance with the relevant

provisions of the DGCL, and will make all other filings or recordings required under the DGCL. The first merger

will become effective at the time when the first certificate of merger has been duly filed with the Secretary of State

of the State of Delaware, or such other time as may be mutually agreed by the parties and specified in the first

certificate of merger.

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the

DGCL and the IBFA, and immediately following the first effective time, the initial surviving entity will be merged

with and into Second Merger Sub at the closing effective time. Following the closing effective time, the separate

legal existence of the initial surviving entity will cease, and Second Merger Sub will continue as the final surviving

entity in the second merger and as a direct wholly owned subsidiary of Patrick. Immediately following the first

effective time, the parties will cause the second merger to be consummated by the initial surviving entity and Second

Merger Sub (a) filing with the Secretary of State of the State of Delaware a Certificate of Merger (which we refer to

as the “second Delaware certificate of merger”) and (b) filing with the Secretary of State of the State of Indiana

Articles of Merger (the “Indiana Articles of Merger” and, together with the second Delaware certificate of merger,

the “second merger filing documents”) with respect to the second merger, duly executed and completed in

accordance with the relevant provisions of the DGCL and the IBFA, as applicable, and will make all other filings or

recordings required under the DGCL and the IBFA. The second merger will become effective at the time specified

in the second merger filing documents filed with the Secretary of State of the State of Delaware and the Secretary of

State of the State of Indiana, as applicable, or such other time as may be mutually agreed by the parties and specified

in the second merger filing documents.

Merger Consideration

Subject to the terms and conditions set forth in the merger agreement, at the first effective time, each share of

LCI common stock issued and outstanding immediately prior to the first effective time (other than shares held by

LCI, Patrick or any of their respective subsidiaries, which will be canceled without consideration) will be converted

automatically into the right to receive 1.2440 fully paid and nonassessable shares of Patrick common stock, together

with cash in lieu of fractional shares of Patrick common stock, without interest (such shares, together with such

cash, the “merger consideration”). LCI stockholders will not receive any fractional shares of Patrick common stock

in the merger. Instead, each LCI stockholder who would otherwise have been entitled to receive a fraction of a share

of Patrick common stock will receive cash (without interest) in an amount equal to such fractional amount

multiplied by the volume-weighted average trading price for Patrick common stock on the Nasdaq on each of the

five consecutive trading days ending on (and including) the last trading day immediately prior to the closing date,

rounded to the nearest cent (with 0.5 of a cent being rounded upward).

No Appraisal Rights

No dissenters’ or appraisal rights are available to holders of shares of LCI common stock or shares of Patrick

common stock in connection with the merger.

Exchange Ratio Adjustments to Prevent Dilution

If between the date of the merger agreement and the first effective time, the outstanding shares of LCI common

stock or shares of Patrick common stock are changed into a different number or type of shares as a result of any

reclassification, recapitalization, exchange, stock split (including a reverse stock split), combination, consolidation,

reorganization or readjustment (or other similar transaction) of shares or any stock dividend or stock distribution

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with a record date during such period, the exchange ratio, the merger consideration and any other similarly

dependent items, as the case may be, will be appropriately adjusted to provide the same economic effect as

contemplated by the merger agreement prior to any such transaction; provided, that no party may take any action

that is otherwise prohibited or restricted by any other provision of the merger agreement.

The high and low trading prices for the LCI common stock as of June 29, 2026, the last trading day immediately

before the public announcement of the merger, were $100.87 and $94.25, respectively. The high and low trading

prices for the Patrick common stock as of June 29, 2026, the last trading day immediately before the public

announcement of the merger, were $95.01 and $91.25, respectively. We urge you to obtain current market

quotations before voting your shares.

Treatment of LCI Equity-Based Awards in the Merger

LCI RSU Awards

At the first effective time, each outstanding LCI RSU Award, whether vested or unvested, will automatically

cease to represent a restricted stock unit denominated in shares of LCI common stock and will be converted into a

number of restricted stock units denominated in Patrick common stock (which award we refer to as an “Assumed

RSU Award”). The number of shares of Patrick common stock subject to each such Assumed RSU Award will equal

the product (rounded up to the nearest whole number) of (i) the number of shares of LCI common stock subject to

such LCI RSU Award as of immediately prior to the first effective time and (ii) the exchange ratio. Following the

first effective time, each such Assumed RSU Award will continue to be governed by the same terms and conditions

(including vesting conditions, forfeiture terms and terms relating to dividends or dividend equivalent rights) as were

applicable to the corresponding LCI RSU Award immediately prior to the first effective time; provided, that any

amounts relating to dividends or dividend equivalent rights granted in respect of a LCI RSU Award that are accrued

or credited and unpaid as of the first effective time, if any, will carry over and be paid if and when required by, and

in accordance with the terms and conditions that were applicable to, such LCI RSU Award immediately prior to the

first effective time.

LCI PSU Awards

At the first effective time, each outstanding LCI PSU Award, whether vested or unvested, will automatically

cease to represent a restricted stock unit denominated in shares of LCI common stock and will be converted into an

Assumed RSU Award. The number of shares of Patrick common stock subject to each such Assumed RSU Award

will equal the product (rounded up to the nearest whole number) of (i) the number of shares of LCI common stock

subject to such LCI PSU Award and (ii) the exchange ratio. The number of shares of LCI common stock subject to

each LCI PSU Award will be determined based on the greater of (A) target performance and (B) actual performance

through the first effective time extrapolated through the end of the applicable performance period, as reasonably

determined by the LCI board or the appropriate committee thereof. Following the first effective time, each such

Assumed RSU Award will continue to be governed by the same terms and conditions (including vesting conditions,

forfeiture terms and terms relating to dividends or dividend equivalent rights) as were applicable to the

corresponding LCI PSU Award, except that as of the first effective time, the performance-vesting conditions will no

longer apply and each Assumed RSU Award will be subject solely to service-based vesting. For the avoidance of

doubt, with respect to any Assumed RSU Awards for which the corresponding LCI PSU Award was outstanding as

of the date of the merger agreement, such awards will not be subject to pro-ration upon a qualifying termination of

employment. Any amounts relating to dividends or dividend equivalent rights granted in respect of a LCI PSU

Award that are accrued or credited and unpaid as of the first effective time will carry over and be paid if and when

required by, and in accordance with the terms and conditions that were applicable to, such LCI PSU Award

immediately prior to the first effective time.

Cash-Settled Deferred Stock Units of LCI

At the first effective time, each outstanding LCI DSU Award, whether vested or unvested, will automatically be

canceled and will entitle the holder thereof to receive (without interest), as soon as reasonably practicable after the

first effective time (but in any event no later than 10 business days thereafter), (i) a cash payment equal to the

product of (A) the number of shares of LCI common stock underlying such LCI DSU Award as of immediately prior

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to the first effective time and (B) the closing price of a share of LCI common stock on the NYSE as reported by

Bloomberg L.P. on the last trading day immediately prior to the closing date, plus (ii) any amounts relating to

dividend or dividend equivalent rights granted in respect of such LCI DSU Award that are accrued or credited and

unpaid as of the first effective time, if any; less applicable taxes required to be withheld with respect thereto;

provided, that any LCI DSU Award that is not permitted to be settled at the first effective time without triggering a

tax or penalty under Section 409A of the Code will instead be settled at the earliest time permitted under the

applicable plan and award agreement that will not trigger such a tax or penalty.

Treatment of Patrick Equity-Based Awards in the Merger

Patrick Options

At the first effective time, each Patrick Option, whether vested or unvested, that is outstanding as of

immediately prior to the first effective time will remain outstanding following the first effective time and will

continue to be governed by the same terms and conditions (including vesting conditions, forfeiture and exercisability

terms) as were applicable to the corresponding Patrick Option immediately prior to the first effective time; provided,

that each Patrick Option will be eligible to vest upon the holder’s termination of employment by Patrick without

“cause” or by the holder for “good reason” (as defined in the applicable award agreement) that occurs, in each case,

within the 24-month period immediately following the first effective time (each such termination, a “qualifying

termination of employment”).

Patrick Restricted Shares

At the first effective time, each Patrick Restricted Share that is outstanding as of immediately prior to the first

effective time will remain outstanding following the first effective time and will continue to be governed by the

same terms and conditions (including vesting conditions, forfeiture terms and terms relating to dividends or dividend

equivalent rights) as were applicable to the corresponding Patrick Restricted Share immediately prior to the first

effective time; provided, that the Patrick Restricted Shares will be eligible to vest upon a qualifying termination of

employment.

Patrick Performance Shares

At the first effective time, each Patrick Performance Share that is outstanding as of immediately prior to the first

effective time will remain outstanding following the first effective time and will continue to be governed by the

same terms and conditions (including vesting conditions, forfeiture terms and terms relating to dividends or dividend

equivalent rights) as were applicable to the corresponding Patrick Performance Share immediately prior to the first

effective time; provided, that as of the first effective time, the performance-vesting conditions will be deemed

achieved at the greater of (i) target performance and (ii) actual performance through the first effective time

extrapolated through the end of the applicable performance period, as reasonably determined by the Patrick board or

the appropriate committee thereof, and each such Patrick Performance Share will be subject solely to service-based

vesting following the first effective time; provided, further, that the Patrick Performance Shares will be eligible to

vest (without pro-ration) upon a qualifying termination of employment.

Patrick SARs

At the first effective time, each Patrick SAR Award, whether vested or unvested, that is outstanding as of

immediately prior to the first effective time will remain outstanding following the first effective time and will

continue to be governed by the same terms and conditions (including vesting conditions, forfeiture and exercisability

terms) as were applicable to the corresponding Patrick SAR Award immediately prior to the first effective time;

provided, that the Patrick SAR Awards will be eligible to vest upon a qualifying termination of employment.

Governance

The merger agreement sets forth certain post-closing governance arrangements for Patrick.

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Headquarters

Following the closing, Patrick will have its headquarters in Elkhart, Indiana.

Board of Directors

Patrick will take all actions necessary prior to the closing so that the Patrick board as of the closing effective

time will be comprised of 12 directors: (i) six directors designated by Patrick, which will consist of Andy L. Nemeth

and Todd M. Cleveland and four additional directors designated by Patrick from its then current Patrick board prior

to closing, without approval by LCI (the “Patrick designees”), and (ii) six directors designated by LCI, which will

consist of John A. Sirpilla and five additional directors designated by LCI from its then current LCI board prior to

closing, without approval by Patrick (the “LCI designees”). Patrick will take all actions necessary to cause all

Patrick designees and LCI designees to be appointed, elected and approved as directors of the Patrick board effective

as of the closing effective time and all Patrick board members prior to the closing not designated as Patrick

designees to resign from the Patrick board effective as of the closing effective time.

Chief Executive Officer, Chairman and Vice Chairman

Andy L. Nemeth, the current Chief Executive Officer of Patrick, will continue to serve as the Chief Executive

Officer of Patrick (provided that he remains Chief Executive Officer of Patrick as of immediately prior to the closing

effective time). If Mr. Nemeth is unwilling or unable to serve as the Chief Executive Officer of Patrick at the closing

effective time, then the Patrick board will designate a replacement Chief Executive Officer. Todd M. Cleveland will

be appointed to serve as the Chairman of the Patrick board (provided that he remains a director of Patrick as of

immediately prior to the closing effective time). If Mr. Cleveland is unwilling or unable to serve as the Chairman of

the Patrick board at the closing effective time, then John A. Sirpilla will serve as the Chairman of the Patrick board

at the closing effective time and the Patrick board will (in consultation with LCI) designate and select a replacement

Vice Chairman of the Patrick board. Mr. Sirpilla will be appointed to serve as the Vice Chairman of the Patrick

board at the closing effective time (provided that he remains a director of LCI as of immediately prior to the closing

effective time). If Mr. Sirpilla is unwilling or unable to serve as the Vice Chairman of the Patrick board, then the

LCI board (in consultation with Patrick) will designate an alternate member of the LCI board as replacement Vice

Chairman of the Patrick board.

Other Officers and Executive Team

The Patrick board will appoint, or cause to be appointed, certain individuals agreed at signing between the

parties to leadership positions, effective as of the first effective time.

Committees

Patrick will take all actions necessary to cause, as of the closing effective time, the Patrick board to have the

following standing committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and

Governance Committee and (iv) a Capital Allocation and Strategy Committee. Each committee will consist of four

(4) directors comprised of two (2) Patrick designees and two (2) LCI designees (unless a greater number of directors

is mutually agreed by the parties), subject to applicable law and applicable stock exchange listing standards

(including applicable independence requirements). The chairperson of each of the Audit Committee and the

Compensation Committee will be a Patrick designee, and the chairperson of each of the Capital Allocation and

Strategy Committee and the Nominating and Governance Committee will be a LCI designee.

Name

Prior to the closing, Patrick and LCI will mutually agree upon a new corporate name for Patrick, and Patrick

will take all actions necessary to cause such new name to become effective concurrently with the closing; provided

that the trading symbol of Patrick’s common stock on the Nasdaq prior to the closing will remain the trading symbol

of Patrick’s common stock following the closing.

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Exchange Fund

Prior to the first effective time, LCI and Patrick will mutually designate a bank, trust company or nationally

recognized stockholder services provider (which we refer to as the “exchange agent”) for the purpose of exchanging

certificates representing outstanding shares of LCI common stock (each, a “certificate”) and shares in book-entry

form of LCI common stock (each, a “book-entry share”) for the merger consideration. In addition, at or prior to the

closing, Patrick will (i) deposit or cause to be deposited or made available with the exchange agent for the benefit of

the holders of shares of LCI common stock evidence of shares of Patrick common stock representing the aggregate

amount of shares of Patrick common stock sufficient to deliver the merger consideration payable in the form of

shares of Patrick common stock and (ii) when and as needed, cash sufficient to pay cash in lieu of fractional shares

(such shares and cash, together with any dividends or distributions with respect thereto, the “exchange fund”). The

exchange agent will deliver the merger consideration out of the exchange fund.

With respect to holders of record of certificates immediately prior to the first effective time, Patrick will cause

the exchange agent to, as promptly as practicable after the closing, mail to each holder of record of a certificate:

•a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the

certificates will pass, only upon delivery of the certificates to the exchange agent, and which will be in such

form and have such other provisions as may be mutually agreed by Patrick and LCI) and

•instructions for use in effecting the surrender of the certificates in exchange for the merger consideration.

Upon surrender of a certificate for cancellation to the exchange agent, or to such other agent or agents as may be

appointed by Patrick, together with such letter of transmittal, duly executed, and such other documents as may

reasonably be required by the exchange agent, the holder of such certificate will be entitled to receive in exchange

therefor that number of whole shares of Patrick common stock and cash in lieu of fractional shares of Patrick

common stock, as applicable, that such holder has the right to receive pursuant to the terms of the merger agreement,

and the certificate so surrendered will forthwith be canceled.

With respect to holders of record (other than DTC) of book-entry shares immediately prior to the first effective

time, Patrick will cause the exchange agent to, as promptly as practicable after the closing, mail to each such holder

of record (A) a statement reflecting the number of whole shares of Patrick common stock that such holder is entitled

to receive and (B) a check in the amount of any cash in lieu of fractional shares (after giving effect to any required

tax withholding). With respect to book-entry shares held through DTC, Patrick will cause the exchange agent to

establish procedures with DTC to ensure that the exchange agent will transmit to DTC or its nominees as soon as

practicable on or after the closing, upon surrender of book-entry shares in accordance with DTC’s customary

surrender procedures, the merger consideration (including any cash in lieu of fractional shares).

Until surrendered, each certificate or book-entry share will be deemed at any time after the first effective time to

represent only the right to receive upon such surrender the merger consideration. No interest will be paid or will

accrue for the benefit of holders of certificates or book-entry shares on the merger consideration payable upon the

surrender of certificates or book-entry shares.

Any portion of the merger consideration made available to the exchange agent that remains undistributed to the

holders of the certificates or book-entry shares for nine (9) months after the closing effective time will be delivered

to Patrick, upon demand, and any holders of the certificates or book-entry shares who have not theretofore complied

with the merger agreement will thereafter be entitled to look only to Patrick for payment of their claim for any

shares of Patrick common stock, any cash in lieu of fractional shares of Patrick common stock and any dividends or

distributions with respect to Patrick common stock.

Lost, Stolen or Destroyed Stock Certificates

If any certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the

person claiming such certificate to be lost, stolen or destroyed and, if required by Patrick or the exchange agent, the

posting by such person of a bond in such reasonable amount as Patrick or the exchange agent, as applicable, may

direct as indemnity against any claim that may be made against it with respect to such certificate, the exchange agent

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will deliver in exchange for such lost, stolen or destroyed certificate, the merger consideration with respect to the

LCI common stock formerly represented thereby, any cash in lieu of fractional shares of Patrick common stock and

any cash in respect of unpaid dividends and distributions on shares of Patrick common stock deliverable in respect

thereof, pursuant to the merger agreement.

Withholding Rights

Each of LCI, Patrick, the initial surviving entity, the final surviving entity, First Merger Sub, Second Merger

Sub, the exchange agent and any other applicable withholding agent 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 with respect to the making of such payment under applicable law. Any amounts so deducted and withheld

will be timely paid over to the appropriate governmental entity and will 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.

Distributions with Respect to Unexchanged Shares

No dividends or other distributions with respect to Patrick common stock with a record date after the first

effective time will be paid to the holder of any unsurrendered certificate or book-entry share with respect to any

shares of Patrick common stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to

any such holder until the surrender of such certificate or book-entry share in accordance with the merger agreement.

Subject to the effect of applicable laws, following surrender of any such certificate or book-entry share, there

will be paid to the holder of shares of Patrick common stock issued in exchange therefor, without interest, (i) at the

time of such surrender, the amount of any cash payable in lieu of a fractional share of Patrick common stock to

which such holder is entitled pursuant to the merger agreement and the amount of dividends or other distributions

with a record date after the first effective time theretofore payable with respect to such shares of Patrick common

stock and (ii) at the appropriate payment date, the amount of any dividends or other distributions with a record date

after the first effective time but prior to such surrender and a payment date subsequent to such surrender payable

with respect to such shares of Patrick common stock.

No Further Ownership Rights in LCI Common Stock

All shares of Patrick common stock issued upon the surrender for exchange of certificates or book-entry shares

in accordance with the terms of the merger agreement shall be deemed to have been issued (and paid) in full

satisfaction of all rights pertaining to shares of LCI common stock theretofore represented by such certificates or

book-entry shares, subject, however, to the obligation of Patrick to pay any dividends or make any other

distributions with a record date prior to the first effective time that may have been declared or made by LCI on such

shares of LCI common stock in accordance with the terms of the merger agreement and that remain unpaid at the

first effective time, and there shall be no further registration of transfers on the stock transfer books of the initial

surviving entity of the shares of LCI common stock that were outstanding immediately prior to the first effective

time. If, after the first effective time, certificates are presented to Patrick or the exchange agent for any reason, or, in

the case of book-entry shares, upon adherence to the procedures set forth in the merger agreement and letter of

transmittal, they shall be canceled and exchanged as provided in the merger agreement, except as otherwise provided

by law.

Representations and Warranties

The merger agreement contains representations and warranties made by LCI to the Patrick parties, and by

Patrick and the other Patrick parties to LCI. Certain of the representations and warranties in the merger agreement

are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be untrue or

incorrect unless their failure to be true or correct is material or would result in a material adverse effect). In addition,

certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which

means that those representations and warranties would not be deemed untrue or incorrect as a result of matters of

which certain officers of the party making the representation did not have actual knowledge.

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The merger agreement provides that a “material adverse effect” means, on Patrick or LCI, any fact,

circumstance, effect, change event or development, which we refer to as an “effect,” that has had or would

reasonably be expected to have, individually or in the aggregate with all other effects, a material adverse effect on

the business, properties, financial condition or results of operations of such party and its subsidiaries, taken as a

whole. However, no effect resulting from or arising out of the following will be taken into account in determining

whether there has been a material adverse effect:

•general economic or political conditions or securities, credit, financial or other capital markets conditions,

in each case in the United States or any foreign jurisdiction (in each case, other than any effect that affects

either LCI and its subsidiaries or Patrick and its subsidiaries, as applicable, in a disproportionate manner as

compared to other companies that participate in the businesses that LCI and its subsidiaries or Patrick and

its subsidiaries, as applicable, operate, but, in such event, only the incremental disproportionate impact of

any such effect will be taken into account in determining whether a “material adverse effect” has occurred);

•any failure, in and of itself, by LCI or Patrick to meet any internal or published projections, forecasts,

estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any

period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be

deemed to constitute, or be taken into account in determining whether there has been or will be, a material

adverse effect on LCI or Patrick, respectively, if such facts or occurrences are not otherwise excluded in

determining whether a material adverse effect has occurred);

•the execution and delivery of the merger agreement or the public announcement or pendency of the merger

or any of the other transactions contemplated by the merger agreement, including, solely to the extent

arising out of the foregoing, the impact thereof on the relationships of the party and its subsidiaries with

employees, customers, suppliers or partners (provided, that the foregoing exclusion will not apply to any

representation or warranty that is intended to address the consequences of the negotiation, execution,

announcement or pendency of the transactions contemplated by the merger agreement or with respect to

any condition to closing to the extent such condition relates to any such representation or warranty);

•any change, in and of itself, in the market price or trading volume of LCI’s or Patrick’s, respectively,

securities or credit ratings (it being understood that the facts or occurrences giving rise to or contributing to

such change may be taken into account in determining whether there has been or will be, a material adverse

effect on LCI or Patrick, respectively, if such facts or occurrences are not otherwise excluded in

determining whether a material adverse effect has occurred);

•any change in applicable law, regulation or GAAP (or authoritative interpretation thereof) (in each case,

other than any effect that affects either LCI and its subsidiaries or Patrick and its subsidiaries, as applicable,

in a disproportionate manner as compared to other companies that participate in the businesses that LCI and

its subsidiaries or Patrick and its subsidiaries, as applicable, operate, but, in such event, only the

incremental disproportionate impact of any such effect will be taken into account in determining whether a

“material adverse effect” has occurred);

•geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or

any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway (in each

case, other than any effect that affects either LCI and its subsidiaries or Patrick and its subsidiaries, as

applicable, in a disproportionate manner as compared to other companies that participate in the businesses

that LCI and its subsidiaries or Patrick and its subsidiaries, as applicable, operate, but, in such event, only

the incremental disproportionate impact of any such effect will be taken into account in determining

whether a “material adverse effect” has occurred);

•any hurricane, tornado, flood, earthquake or other natural disaster or act of God, epidemic, pandemic or

contagious disease outbreak or other similar force majeure events in the United States or any other country

or region in the world (or any worsening of any of the foregoing), including, in each case, the response of

governmental entities thereto (in each case, other than any effect that affects either LCI and its subsidiaries

or Patrick and its subsidiaries, as applicable, in a disproportionate manner as compared to other companies

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that participate in the businesses that LCI and its subsidiaries or Patrick and its subsidiaries, as applicable,

operate, but, in such event, only the incremental disproportionate impact of any such effect will be taken

into account in determining whether a “material adverse effect” has occurred);

•any action taken (or not taken) by such party or any of its subsidiaries that is expressly required to be taken

(or not to be taken) by the merger agreement (other than the carrying of their respective business in the

ordinary course consistent with past practice and, to the extent consistent therewith, using reasonable best

efforts to preserve intact their current business organizations, preserve their assets and properties in good

repair and condition, using reasonable best efforts to keep available the services of their current officers and

other key employees and preserve their relationships with those persons having business dealings with

them);

•any action taken by LCI or any of its subsidiaries, or Patrick and its subsidiaries, respectively, at the

express written request of the other party or with the other party’s written consent; or

•effects that are the result of factors generally affecting the industries in which such party and its subsidiaries

operate (in each case, other than any effect that affects either LCI and its subsidiaries or Patrick and its

subsidiaries, as applicable, in a disproportionate manner as compared to other companies that participate in

the businesses that LCI and its subsidiaries or Patrick and its subsidiaries, as applicable, operate, but, in

such event, only the incremental disproportionate impact of any such effect will be taken into account in

determining whether a “material adverse effect” has occurred).

In the merger agreement, each party has made representations and warranties regarding, among other topics:

•organization, corporate power, good standing and qualification to do business of the party and its

subsidiaries;

•authority to execute and deliver and perform its obligations under, and to consummate the transactions

contemplated by, the merger agreement and the enforceability of the merger agreement against the party;

•capital structure, including the number of shares of common stock, preferred stock, stock options and other

stock-based awards outstanding and the ownership of the capital stock or other equity interests in each of

its subsidiaries;

•the consents and approvals required in connection with the transactions contemplated by the merger

agreement;

•SEC documents, financial statements, internal controls and accounting or auditing practices;

•the absence of undisclosed liabilities and off-balance sheet arrangements;

•the absence of conflicts with, or violations of, organizational documents, applicable law and certain

contracts as a result of entering into the merger agreement and consummating the merger;

•accuracy of information supplied or to be supplied in this joint proxy statement/prospectus or the Form S-4

of which this joint proxy statement/prospectus forms a part;

•the absence of a material adverse effect since January 1, 2026;

•the conduct of business in the ordinary course from January 1, 2026 through the date of the merger

agreement;

•compliance with applicable laws and the absence of certain litigation and governmental orders;

•existence of litigation;

•employee benefit matters, including matters related to employee benefit plans;

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•labor and employment matters, including matters related to collective bargaining agreements and

agreements with works councils and labor practices;

•tax matters;

•applicable stockholder vote required in connection with the transactions contemplated by the merger

agreement;

•the inapplicability of state takeover statutes to the transactions contemplated by the merger agreement;

•intellectual property matters and data privacy and cybersecurity matters;

•certain contracts;

•environmental matters;

•compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended;

•owned and leased real property;

•customers and suppliers;

•receipt of opinions from the party’s financial advisors;

•broker’s fees and expenses payable in connection with the merger; and

•no other representations or warranties beyond those expressly made.

In addition, Patrick made certain representations regarding the formation, organization, standing, corporate

power and capitalization of, and certain other matters with respect to, each of First Merger Sub and Second Merger

Sub.

Covenants and Agreements

Conduct of Business

Each of Patrick and LCI has undertaken certain covenants in the merger agreement restricting, or requiring

maintenance of certain standards related to, the conduct of their respective businesses between the date of the merger

agreement and the closing effective time. In general, each of Patrick and LCI has agreed to, and to cause their

respective subsidiaries to, carry on their respective businesses in all material respects in the ordinary course and, to

the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations,

preserve their assets and properties in good repair and condition, use reasonable best efforts to keep available the

services of their current officers and other key employees and preserve their relationships with those persons having

business dealings with them.

In addition to these agreements regarding conduct of business generally, each of Patrick and LCI has agreed to

various specific restrictions relating to the conduct of its business, including with respect to the following (subject in

each case to exceptions specified in the merger agreement or previously disclosed in writing to the other party as

provided in the merger agreement):

•other than (i) dividends and distributions by a direct or indirect wholly owned subsidiary of Patrick to its

parent and (ii) quarterly cash dividends on shares of Patrick common stock with timing that is consistent

with past practice and in an amount per share not to exceed $0.47 with respect to fiscal year 2026,

declaring, setting aside or paying any dividends on, or making any distributions in respect of, any of its

capital stock;

•other than (i) dividends and distributions by a direct or indirect wholly owned subsidiary of LCI to its

parent and (ii) quarterly cash dividends on shares of LCI common stock with timing that is consistent with

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past practice and in an amount per share not to exceed $1.15 with respect to fiscal year 2026, declaring,

setting aside or paying any dividends on, or making any distributions in respect of, any of its capital stock;

•splitting, combining or reclassifying any of its equity securities or issuing or authorizing the issuance of any

other securities in respect of, in lieu of or in substitution for any of its existing equity securities;

•purchasing, redeeming or otherwise acquiring any shares of its or its subsidiaries’ equity securities (other

than the acquisition of shares from a holder of a LCI equity award or Patrick equity award outstanding as of

the date of the merger agreement or granted on or after the date of the merger agreement not in violation of

the merger agreement, in satisfaction of withholding obligations or in payment of the exercise price in

accordance with the terms thereof, or in connection with the forfeiture of any of LCI or Patrick’s respective

equity awards that are outstanding as of the date of the merger agreement or granted on or after the date of

the merger agreement and not in violation of the merger agreement);

•issuing, delivering, selling, pledging or otherwise encumbering any shares of its equity securities (other

than (i) in connection with the settlement of equity compensation granted under the applicable LCI Equity

Plan or Patrick Equity Plan, and outstanding as of the date of the merger agreement and (ii) in connection

with the conversion of the 2030 Notes or the Patrick convertible notes);

•other than in the ordinary course of business, amending, renewing, terminating or waiving any material

provision of certain specified contracts except in connection with any amendments to, and normal renewals

of, such contracts without materially adverse changes, additions or deletions of terms;

•entering into certain new agreements or contracts containing (i) material restrictions on the ability of LCI or

its subsidiaries or Patrick and its subsidiaries to conduct its business as it is presently being conducted or

currently contemplated to be conducted after the merger, (ii) other than in the ordinary course of business,

with respect to any material agreement, contract or other binding obligation, any restrictions granting “most

favored nation” status that, would impose obligations on Patrick following the closing effective time, or

(iii) any non-competition agreement or any other agreement or obligation which purports to limit in any

material respect the manner in which, or the localities in which, all or any material portion of the

businesses, taken as a whole, is or would be conducted, including contracts with “most favored nations”

provisions, any preferential rights or rights of first or last offer or refusal to any third party, or limitations

on sales, or supply or distribution of any services or product or to acquire any person;

•(i) merging or consolidating LCI or any of its Subsidiaries or Patrick or any of its Subsidiaries with any

other person, or (ii) restructuring, reorganizing or completely or partially liquidating (other than for

transactions solely among wholly owned subsidiaries of LCI or Patrick);

•(i) acquiring any equity securities in, or making any investment in or any capital contribution to, any

person, or acquiring a substantial portion of the assets or business of any person (or any division or line of

business thereof), including in each case by merger or consolidation or (ii) otherwise acquiring any material

assets (other than acquisitions of equipment, supplies, raw materials and inventory in the ordinary course of

business) (other than, in each case of (i) and (ii), (a) transactions solely between LCI or Patrick,

respectively, and its wholly owned subsidiaries or solely among LCI’s or Patrick’s, respectively, wholly

owned subsidiaries, (b) acquisitions or investments in any person in one or more transactions in which the

aggregate consideration does not exceed $20,000,000 for any single transaction or $150,000,000 in the

aggregate for all such transactions (provided, that each of LCI and Patrick, as applicable, will consult in

good faith with the other a reasonable period of time in advance of entering into a binding agreement with

respect to any such acquisition or investment, and will consider in good faith any reasonable comments

timely provided by LCI or Patrick, as applicable, regarding such transaction);

•(i) transferring, selling, leasing, subleasing, licensing, sublicensing, abandoning, waiving, relinquishing,

assigning, swapping or otherwise disposing of any assets or properties of LCI or Patrick, respectively, or

any of their subsidiaries or (ii) mortgaging or pledging any assets or properties of LCI or Patrick,

respectively, or any of their subsidiaries, or subjecting any such assets or properties to any other lien not

otherwise permitted by the merger agreement, subject to certain exceptions, including (w) with respect to

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intellectual property assets, non-exclusive licenses or sublicenses of intellectual property granted to

customers, contractors or suppliers in the ordinary course or business, (x) sales of inventory, products or

services in the ordinary course of business and (y) pursuant to one or more such transactions with respect to

which the aggregate consideration does not exceed $5 million for any single transaction or $25,000,000 in

the aggregate for all such transactions, and (z) solely with respect to clause (ii), as may be required in

connection with the terms of Patrick’s credit facility in effect on the date of the merger agreement, Patrick’s

senior notes and indentures in effect on the date of the merger agreement, LCI’s credit facility in effect on

the date of the merger agreement or the 2030 Notes;

•creating, incurring, assuming or otherwise becoming liable for any indebtedness or obligations for

borrowed money, or issuing, selling or granting any debt securities or any right to acquire debt securities,

assuming, guaranteeing, endorsing or otherwise becoming liable or responsible (whether directly,

contingently or otherwise) for the indebtedness of another person, entering into any agreement to maintain

any financial statement condition of another person or entering into any arrangement having the economic

effect of any of the foregoing, subject to certain exceptions, including (i) indebtedness and guarantees (a)

incurred in the ordinary course of business under the LCI credit facility or the Patrick credit facility, as

applicable, as in effect as of the date of the merger agreement, (b) incurred in connection with the

replacement or refinancing of the indebtedness or other obligations outstanding under any indenture

existing as of the date of the merger agreement with a maturity date prior to December 31, 2028 (provided

that such replacement financing or indebtedness will (1) be on terms substantially the same or better terms,

taken as a whole, than the terms of such existing indenture, as determined in good faith by the replacing

party, and (2) not exceed the aggregate original principal amount of such existing indenture plus any

accrued and unpaid interest or premiums thereon or any fees, costs and expenses incurred in connection

with such replacement or refinancing) or (c) assumed in connection with the transactions involving the

acquisition of equity securities of another person otherwise permitted by the merger agreement, (ii) for any

inter-company indebtedness solely involving LCI or Patrick, as applicable, or any of their direct or indirect

wholly owned subsidiaries, (iii) indebtedness for borrowed money not exceeding $50,000,000 in aggregate

principal amount outstanding at any time incurred by LCI or Patrick, as applicable, or any of their

subsidiaries other than in accordance with clauses (i), (ii), or (iii), or (iv) credit support or guarantees by

LCI or Patrick, as applicable, or their subsidiaries of indebtedness for borrowed money of LCI or Patrick,

as applicable, or their subsidiaries, which indebtedness is incurred in compliance with these requirements

(except clause (iv) will not restrict or limit the debt financing contemplated by the merger agreement or

certain other transactions contemplated by the merger agreement;

•waiving, releasing, assigning, settling or compromising any pending or threatened action which (i) is

material to its and its subsidiaries’ business, taken as a whole, (ii) is in respect of taxes or (iii) otherwise

involves the payment by such party of an amount in excess of $5,000,000 (excluding any amounts that may

be paid under existing insurance policies) (except that no settlement of any pending or threatened action

will involve (a) any material injunctive or equitable relief or impose material restrictions on the business

activities of LCI or Patrick, as applicable, or their subsidiaries, taken as a whole (other than customary non-

disclosure obligations) or (b) any admission of wrongdoing by LCI or Patrick, as applicable, or any of their

subsidiaries);

•(i) making, changing or revoking any material tax election, (ii) settling or compromising any material tax

audit, examination, investigation or other similar administrative or judicial proceeding for a material

amount of taxes, (iii) adopting or changing any material tax accounting method or any annual accounting

period for tax purposes, (iv) requesting or agreeing to any extension or waiver of the statute of limitations

with respect to a material amount of taxes, (v) entering into any “closing agreement” within the meaning of

Section 7121 of the Code (or any similar provision of state, local, or non-U.S. tax law) (vi) requesting any

tax ruling from any governmental entity or (vii) filing any material amended tax return;

•increasing or changing the compensation or benefits of any current or former officer, director, employee or

other individual service provider, other than in the ordinary course of business, except that LCI and Patrick

will not and will not permit any of their respective subsidiaries to, except as required by any of LCI’s or

Patrick’s benefit plans in effect as of the date of the merger agreement or as amended after the date of the

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merger agreement, (i) grant any equity awards or other long-term incentive or equity-based awards, or

amend or modify (other than in a de minimis respect) the terms of any outstanding equity awards, (ii) grant

any transaction or retention bonuses, (iii) increase or change the compensation or benefits payable or due to

any executive officer, (iv) pay annual bonuses, other than for completed periods based on actual

performance through the end of the applicable performance period, (v) increase or change the severance,

termination pay or similar terms applicable to any current or former employee or individual service

provider, (vi) hire any employee or individual service provider with annual base cash compensation in

excess of $300,000 or terminate the employment of any executive officer (in each case, other than

terminations for cause), or (vii) adopt, establish, enter into, materially amend, or terminate any material LCI

or Patrick benefit plans;

•changing any of its material financial accounting policies or procedures currently in effect, except as

required by generally accepted accounting principles, Regulation S-X of the Exchange Act, or a

governmental entity or quasi-governmental authority (including the Financial Accounting Standards Board

or any similar organization);

•entering into interest rate swaps, foreign exchange or commodity arrangements or other similar hedging

arrangements other than for purposes of offsetting a bona fide exposure (including counterparty risk);

•making aggregate capital expenditures in a fiscal year greater than 120% of the aggregate amount of

budgeted capital expenditures with respect to such fiscal year in LCI’s or Patrick’s long range plan, each as

disclosed to the other party;

•amending the LCI certificate, LCI bylaws, Patrick articles, Patrick bylaws or organizational documents of

First Merger Sub and Second Merger Sub;

•implementing any broad-based cost reduction initiative (including employee layoffs, reductions in force,

plant closings or other similar actions that trigger notice obligations under the WARN Act);

•(i) modifying, negotiating, extending, amending, terminating or entering into any collective bargaining

agreement, works council agreement or similar labor agreement, (ii) recognizing or certify any labor union,

labor organization, works council, employee representative or group of employees as the bargaining

representative for any employees of LCI or Patrick, as applicable, or any of their subsidiaries, (iii) entering

into any material agreement, arrangement, consent, waiver or understanding with, or making any material

commitment to, any labor union, labor organization, works council, employee representative or other

employee representative body or under any collective bargaining agreement, works council agreement or

similar labor agreement, or (iv) entering into any agreement, arrangement, consent, waiver or understanding

with, or make any commitment to, any labor union, labor organization, works council, employee

representative or other employee representative body or under any collective bargaining agreement, works

council agreement or similar labor agreement, in each case, in connection with or relating to the merger

agreement and the transactions contemplated by the merger agreement;

•taking any action, or failing to take any action, which action or failure to act could be reasonably expected

to prevent the merger from qualifying for the intended tax treatment; and

•affirmatively waiving or releasing any non-competition, nonsolicitation, nondisclosure, or other restrictive

covenant obligation of any current or former employee or independent contractor of LCI or Patrick, as

applicable, or any of their subsidiaries.

The merger agreement contains certain other covenants and agreements, including covenants relating to:

•cooperation between Patrick and LCI in the preparation of this Form S-4 and this joint proxy statement/

prospectus;

•confidentiality and access by each party to certain information about the other party during the period prior

to the closing effective time;

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•cooperation between Patrick and LCI in connection with public announcements;

•Patrick’s reasonable best efforts to cause the shares of Patrick common stock to be issued as merger

consideration to be approved for listing on the Nasdaq, subject to official notice of issuance, prior to the

closing date;

•each party’s reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all

things, reasonably necessary to enable the deregistration of the LCI common stock under the Exchange Act

and delisting from the NYSE as promptly as practicable after the closing date (and in no event more than

ten days after the closing date), including (i) directing the NYSE to file with the SEC a Form 25 on the

closing date and (ii) filing a Form 15 on the first business day that is at least ten calendar days after the date

the Form 25 is filed;

•cooperation on certain tax matters, including each party’s use of reasonable best efforts (i) to cause (A) the

first merger and the second merger to be treated as a single integrated transaction that qualifies as a

“reorganization” within the meaning of Section 368(a) of the Code, (B) Patrick, First Merger Sub, and LCI

each to be treated as a party to the reorganization within the meaning of Section 368(b) of the Code and (C)

the merger agreement to constitute a “plan of reorganization” for purposes of Sections 354, 361 and 368 of

the Code, and (ii) to obtain the applicable tax opinions, including any tax opinion requested or required by

the SEC in connection with this joint proxy statement/prospectus and the required closing tax opinion

referenced in the closing conditions described below under “—Conditions to the Closing of the Merger,”

and the parties’ delivery of customary tax representation letters in connection therewith;

•actions to consummate the merger and eliminate or minimize the effects of any antitakeover or similar

statute or regulation that is or becomes applicable to the transactions contemplated by the merger

agreement;

•cooperation between LCI and Patrick in connection with certain debt financing arrangements, including the

arrangement and implementation of financing in connection with the transactions, the payoff and

termination of the LCI credit facility and the treatment of the 2030 Notes, call options and warrants in

connection with the merger, including causing the 2030 Notes to remain outstanding and become

convertible into Patrick common stock;

•cooperation between LCI and Patrick in taking all such steps as are reasonably necessary to cause the

transactions contemplated by the merger agreement and any other dispositions of LCI equity securities or

acquisitions of Patrick equity securities by directors or officers of LCI or Patrick to be exempt under Rule

16b-3 promulgated under the Exchange Act;

•keeping the other party reasonably informed, and promptly advised, regarding stockholder litigation

commenced after the date of the merger agreement relating to the merger agreement or the transactions

contemplated thereby, and giving such other party the opportunity to participate in the defense or settlement

of such litigation (provided that no such settlement will be agreed without the other party’s prior consent,

which consent will not be unreasonably withheld, conditioned or delayed);

•coordination with respect to dividends declared or paid by Patrick and LCI;

•notification to the other party upon obtaining knowledge of the occurrence or existence of any fact, event or

circumstance that is reasonably likely to result in any of the conditions precedent not being able to be

satisfied prior to the outside date; and

•obligations of Patrick with respect to compliance, performance and satisfaction of covenants and

obligations relating to First Merger Sub, Second Merger Sub, initial surviving entity and final surviving

entity, including Patrick’s approval of the merger agreement in its capacity as sole stockholder of First

Merger Sub.

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Efforts to Obtain Required Stockholder Votes

LCI has agreed to establish a record date for, duly give notice of, convene and hold a meeting of LCI

stockholders as promptly as practicable after the registration statement on Form S-4 of which this joint proxy

statement/prospectus forms a part is declared effective for the purpose of obtaining LCI stockholder approval of the

merger agreement and the first merger. Patrick has agreed to establish a record date for, duly give notice of, convene

and hold a meeting of Patrick shareholders as promptly as practicable after the registration statement on Form S-4 of

which this joint proxy statement/prospectus forms a part is declared effective for the purpose of obtaining Patrick

shareholder approval of the issuance of shares of Patrick common stock to LCI stockholders in connection with the

merger (the “share issuance”) and the amendment and restatement of the Patrick articles of incorporation to reflect

the Patrick charter amendment (as defined below) and reflect those other matters and terms mutually agreed in good

faith by LCI and Patrick prior to mailing this joint proxy statement/prospectus (the “final charter amendment”). The

parties will use reasonable best efforts to schedule and convene the LCI stockholders meeting and the Patrick

shareholders meeting on the same date and time. Each party may postpone or adjourn its meeting to solicit

additional proxies, for the absence of a quorum, or to allow additional time for the filing or mailing of any

supplemental or amended disclosure. Postponements or adjournments are limited to up to ten (10) business days per

postponement and twenty (20) business days in the aggregate from the original meeting date, unless required by

applicable law or consented to by the other party.

Subject to the ability of the LCI board or the Patrick board to effect a recommendation change as described

below, the LCI board is required to recommend to its stockholders that they approve the merger agreement and the

first merger, and the Patrick board is required to recommend to its stockholders that they approve the share issuance

and the final charter amendment.

Efforts to Complete the Merger

Subject to the terms and conditions of the merger agreement, each of Patrick and LCI, and their respective

subsidiaries, have agreed to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or

cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable to

consummate and make effective, in the most expeditious manner practicable, the merger and the other transactions

contemplated by the merger agreement, including using reasonable best efforts for:

•the obtaining of all necessary actions or non-actions, waivers, consents and approvals from governmental

entities that are necessary in connection with the consummation of the merger and other transactions

contemplated by the merger agreement, including any required action or non-action under specified

antitrust laws prior to the closing effective time, and the making of all necessary registrations and filings;

•the obtaining of all necessary consents, approvals or waivers;

•the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the

merger agreement or the consummation of the transactions contemplated by the merger agreement,

including seeking to have any stay or temporary restraining order entered by any court or other

governmental entity vacated or reversed; and

•the execution and delivery of any additional instruments necessary to consummate the transactions

contemplated by, and to fully carry out the purposes of, the merger agreement.

In furtherance and not in limitation of the foregoing, each of Patrick and LCI agreed to (i) refrain from making

any acquisition or entering into any contractual agreement that would reasonably be expected to impede, interfere

with, prevent or materially delay the consummation of the merger and (ii) make (a) an appropriate filing of a

Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by the merger

agreement as promptly as practicable and in any event within 25 business days of the date of the merger agreement

(unless otherwise agreed by the parties), (b) appropriate filings, if any are required, pursuant to any other specified

antitrust laws as promptly as practicable, and (c) all other necessary filings with other governmental entities relating

to the merger, and in each case, to supply as promptly as practicable any additional information and documentary

material that may be formally or informally requested pursuant to laws by such authorities, including antitrust laws,

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such as a second request under the HSR Act, and to use reasonable best efforts to cause the expiration or termination

of any applicable waiting periods under the HSR Act and any other specified antitrust laws and the receipt of the

required consents as soon as practicable. The parties agreed to use their respective reasonable best efforts to certify

substantial compliance with any second request pursuant to the HSR Act as promptly as practicable, but in no event

later than six months from the date of such request.

Each of LCI and Patrick, and their respective subsidiaries, will use their reasonable best efforts to take or cause

to be taken any and all steps, and to make or cause to be made any and all undertakings necessary (i) to resolve such

objections that a governmental entity asserts under any antitrust law with respect to the transactions contemplated by

the merger agreement and (ii) to avoid or eliminate each and every impediment under any applicable antitrust law

asserted by any such governmental entity with respect to the merger and the other transactions contemplated by the

merger agreement, in each case to the extent necessary so as to enable the closing to occur no later than the outside

date, which reasonable best efforts shall include (a) proposing, negotiating, committing to and effecting, by consent

decree, hold separate order or otherwise, the sale, divestiture, disposition, license or other disposition of any

subsidiaries, operations, divisions, businesses, product lines, contracts, customers, assets or other interests of LCI or

Patrick or any of their respective subsidiaries, (b) taking or committing to take such other actions that may limit or

impact LCI’s or Patrick’s or any of their respective subsidiaries’ freedom of action with respect to, or its ability to

retain, their operations, divisions, businesses, product lines, contracts, customers, assets or other interests,

(c) entering into any orders, settlements, undertakings, contracts, consent decrees, stipulations or other agreements to

effectuate any of the foregoing or in order to vacate, lift, reverse, overturn, settle or otherwise resolve any legal

restraint or prohibition that prevents, prohibits, restricts or delays the consummation of the merger and the other

transactions contemplated by the merger agreement, in any case, that may be issued by any court or other

governmental entity, and (d) creating, terminating or divesting relationships, contractual rights or obligations of LCI,

Patrick or their respective subsidiaries, in each case in connection with obtaining all, or eliminating any requirement

to obtain any, waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders,

registrations, approvals, permits, and authorizations for the transactions contemplated by the merger agreement

under the HSR Act or any other antitrust law or from any governmental entity so as to enable to the closing to occur

no later than the outside date (any such action, a “remedy action”). LCI, Patrick or their respective subsidiaries will

not be required, or be construed to be required, to take any action or enter into any agreement with respect to any of

the operations, divisions, businesses, product lines, contracts, customers, assets or other interests of LCI, Patrick or

any of their respective subsidiaries that would, individually or in the aggregate, reasonably be expected to result in

any burdensome condition described in the merger agreement. Any determination as to which party’s (or its

subsidiaries’) operations, divisions, businesses, product lines, contracts, customers, assets or other interests will be

subject to a particular remedy action requires the prior written consent of both LCI and Patrick, which consent may

not be unreasonably withheld, conditioned or delayed.

In connection with the foregoing, each of LCI and Patrick will (a) negotiate in good faith with the other party

and with any applicable governmental entity to identify and agree upon a remedy action that minimizes the adverse

impact on the combined company following the closing; (b) if the parties are unable to reach mutual agreement on

the selection of a remedy action within 15 business days following written notice from either party requesting such

determination (or such shorter period as may be required to meet any applicable regulatory deadline or the outside

date), promptly escalate the dispute to their respective chief executive officers, or their designated representatives,

for resolution; and (c) if the parties remain unable to reach agreement within five business days following such

escalation (or such shorter period as may be required to meet any applicable regulatory deadline or the outside date),

and the failure to agree would reasonably be expected to prevent the closing from occurring on or before the outside

date, promptly and jointly engage an independent financial advisor to provide a non-binding recommendation as to

the remedy action that minimizes the adverse impact on the combined company, which recommendation the parties

have agreed to consider in good faith. Notwithstanding the foregoing, in no event are LCI, Patrick or any of their

respective subsidiaries required to agree to take, or to refrain from taking, any action that is not conditioned upon the

consummation of the merger.

Additionally, each of LCI and Patrick have agreed to jointly develop, and consult and cooperate in all respects

with the other, and consider in good faith the views of the other, in connection with the form and content of any

analyses, appearances, communications, presentations, memoranda, briefs, arguments, opinions and proposals made

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or submitted by or on behalf of any party in connection with proceedings under or relating to the HSR Act or any

other specified antitrust laws or any other applicable law related to any required consent. Each of LCI and Patrick

have agreed to (a) promptly notify the other party of any non-ministerial communication, inquiry or investigation

received by that party from, or given by it to, any governmental entity and, subject to applicable law, permit the

other party a reasonable opportunity to review in advance any proposed communication to any such governmental

entity and consider in good faith the other party’s reasonable comments, (b) not agree to participate in any material

or substantive meeting or discussion with any such governmental entity in respect of any filing, investigation or

inquiry concerning the merger agreement or the merger unless, to the extent reasonably practicable, it consults with

the other party in advance and, to the extent permitted by such governmental entity, gives the other party a

reasonable opportunity to attend and participate therein, and (c) promptly furnish the other party with copies of all

non-ministerial correspondence, filings and written communications between them and their affiliates and their

respective officers, directors, employees and representatives, on one hand, and any such governmental entity or its

respective staff on the other hand, with respect to the merger agreement and the merger in order for such other party

to meaningfully consult and participate in accordance with the preceding clauses (a) and (b), which materials may be

redacted as necessary to address valuation, competitive sensitivities, attorney-client or other privilege or

confidentiality concerns and may be deemed “Outside Counsel Only.”

Each of LCI and Patrick have also agreed to jointly develop, consult and cooperate with the other, and consider

in good faith the views of the other, with respect to (1) the strategy, timing and form for obtaining any necessary

approval of, for responding to any request from, inquiry or investigation by, or execution of any remedy required by,

any governmental entity that has authority to enforce the HSR Act or any other specified antitrust laws or any other

applicable law related to any required consent (including directing the timing, nature and substance of all such

responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and

proposals made or submitted by or on behalf of any party in connection with any required approvals or consents)

and (2) the defense and settlement of any action brought by or before any governmental entity that has authority to

enforce the HSR Act or any other specified antitrust laws or any other applicable law related to any required

consent.

In furtherance and not in limitation of the foregoing, if any administrative or judicial action or proceeding by a

governmental entity is instituted challenging the transactions contemplated by the merger agreement, each of LCI

and Patrick shall use its reasonable best efforts to (i) oppose, including by defending through litigation, any such

action or proceeding, (ii) pursue all available avenues of administrative and judicial appeal and (iii) seek to have

vacated, lifted, reversed or overturned any restraint that is in effect that prohibits, prevents or restricts consummation

of the transactions contemplated by the merger agreement

No Solicitation of Alternative Transactions

Pursuant to the merger agreement, each of Patrick and LCI has agreed not to, and not to authorize or permit any

of its subsidiaries or any of its or their officers, directors or employees to, and to use its reasonable best efforts to

cause any investment banker, financial advisor, attorney, accountant or other representative retained by it or its

controlled affiliates not to, directly or indirectly:

•solicit, initiate or knowingly encourage (including by way of furnishing information), or take any other

action designed to facilitate, any inquiries regarding, or the making of, any proposal or offer of (i) the

acquisition by a person of beneficial ownership of more than 20% of the outstanding common stock, or

securities representing 20% or more of the voting power, of LCI or Patrick, as applicable, (ii) a merger or

similar transaction in which any third party acquires 20% or more of the revenues, net income or assets of

LCI or Patrick, as applicable, (iii) any transaction in which a third party acquires assets constituting 20% or

more of the revenues, net income or assets of LCI or Patrick, as applicable, or (iv) any disposition of assets

representing 20% or more of the revenues, net income or assets of LCI or Patrick, as applicable (in the case

of LCI, a “LCI alternative transaction,” and in the case of Patrick, a “Patrick alternative transaction”);

•engage in, continue or otherwise participate in any discussions or negotiations, or cooperate in any way

with any person (or group of persons), with respect to any inquiries regarding, or the making of, any

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proposal or offer the consummation of which would constitute a LCI alternative transaction or Patrick

alternative transaction, as applicable; or

•otherwise publicly propose, resolve or agree to do any of the foregoing (other than, solely in response to an

unsolicited inquiry, to refer the inquiring person to the nonsolicitation provisions of the merger agreement,

provided such communication is limited exclusively to such referral).

Each of LCI and Patrick will, and will cause its affiliates and representatives to, (i) immediately cease and cause

to be terminated all existing discussions or negotiations with any person conducted before entry into the merger

agreement with respect to any LCI alternative transaction or Patrick alternative transaction, as applicable, (ii)

promptly request the return or destruction of all confidential information previously furnished to such person or its

Representative and (iii) not release any third party from, or waive any provisions of, any existing confidentiality or

standstill agreement to which LCI, Patrick or any of their subsidiaries is a party with respect to any LCI alternative

transaction or Patrick alternative transaction, as applicable, subject to the applicable board’s right to waive any

standstill or similar provision if it determines in good faith (after consultation with outside counsel and a financial

advisor of nationally recognized reputation) that the failure to waive such provision would be inconsistent with its

fiduciary duties under applicable law. Notwithstanding these restrictions, the merger agreement provides that, if at

any time prior to obtaining the applicable stockholder approval, a party receives an unsolicited bona fide written

proposal (with respect to a LCI alternative transaction or Patrick alternative transaction, as applicable) that its board

of directors determines in good faith (after consultation with outside counsel and a financial advisor of nationally

recognized reputation) constitutes or is reasonably likely to lead to a superior proposal (as defined below) and which

did not result from a material breach of the non-solicitation obligations set forth in the merger agreement, then such

party may (i) furnish information with respect to itself and its subsidiaries to the person (or group of persons)

making such proposal and its representatives and financing sources pursuant to a customary confidentiality

agreement containing terms as to confidentiality generally no less restrictive than the terms of the confidentiality

agreement entered into between LCI and Patrick (provided that (x) such information must have been previously

provided to the other party or must be provided to the other party prior to or substantially concurrently with the time

it is provided to such person and (y) such confidentiality agreement need not contain any “standstill” term) and (ii)

participate in discussions or negotiations regarding such proposal. Neither LCI nor Patrick will (i) withdraw, qualify,

modify or propose to withdraw, qualify or modify, or fail to make, the LCI recommendation or the Patrick

recommendation, as applicable, (ii) approve, recommend or propose publicly to approve or recommend any LCI

alternative transaction or Patrick alternative transaction, as applicable or (iii) fail to include the recommendation of

the LCI board that LCI stockholders adopt and approve the merger agreement and the first merger (which we refer

to as the “LCI recommendation”) or the recommendation of the Patrick board that Patrick shareholders approve the

issuance of shares as merger consideration and the amendment of Patrick’s articles increasing the number of

authorized shares of Patrick common stock (which we refer to as the “Patrick recommendation”), as applicable, in

each case, in the joint proxy statement/prospectus, (iv) fail to publicly reaffirm the LCI recommendation or Patrick

recommendation, as applicable, within five business days after LCI or Patrick, as applicable, requests in writing that

such approval be reaffirmed publicly following the public announcement of any LCI alternative transaction or

Patrick alternative transaction, as applicable, (v) fail to recommend against acceptance by LCI stockholders or

Patrick shareholders, as applicable, of any third party tender offer or exchange offer relating to shares of LCI

common stock or Patrick common stock, as applicable, and reaffirm the LCI recommendation or Patrick

recommendation, as applicable, in connection therewith, in each case within five business days after the

commencement of such tender offer or exchange offer, or (vi) permit LCI or Patrick, as applicable, or any of their

controlled affiliates, to enter into any letter of intent, agreement in principle, acquisition agreement or other similar

agreement (a) related to any LCI alternative transaction or Patrick alternative transaction, as applicable, or (b) that

requires, or is reasonably likely to require, LCI or Patrick, as applicable, to terminate, delay or fail to consummate,

or that would otherwise impede or interfere in any way with or be inconsistent with, the consummation of the

merger or any of the other transactions contemplated by the merger agreement (any action in clause (i) through (vi)

above, in the case of LCI or Patrick, as applicable, a “recommendation change”).

Each of Patrick and LCI has also agreed (i) to promptly notify the other party orally and in writing, and in any

event within 24 hours of receipt, of any request for information or of any proposal relating to a LCI alternative

transaction or Patrick alternative transaction, as applicable, the material terms and conditions of such request or

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proposal (including any changes thereto) and the identity of the person making such request or proposal, (ii) keep

the other party reasonably informed of the status and details (including amendments or proposed amendments) of

any such request or proposal on a reasonably current basis and (iii) provide the other party, as soon as reasonably

practicable following delivery and receipt, copies of all correspondence and other written materials exchanged with

the person making the proposal. 

Changes in Board Recommendation

Each of Patrick and LCI will, through their respective boards of directors, recommend to its respective

stockholders the approval of the applicable stockholder proposals in connection with the merger and to include such

recommendation in this joint proxy statement/prospectus.

The merger agreement provides that, subject to the exceptions described below, neither the Patrick board nor

any committees thereof, nor the LCI board nor any committees thereof, will (i) effect a recommendation change, or

(ii) cause Patrick or LCI, or any of their controlled affiliates, to enter into any letter of intent, agreement in principle,

acquisition agreement or other agreement related to any Patrick alternative transaction or LCI alternative transaction,

as applicable, requiring, or reasonably likely to cause, the other party to terminate, delay or fail to consummate, or

that would otherwise impede, interfere in any way with or be inconsistent with, the consummation of the merger or

any of the other transactions contemplated by the merger agreement (other than a confidentiality agreement

otherwise permitted by the merger agreement).

Notwithstanding the foregoing restrictions, at any time prior to obtaining the applicable stockholder approval, a

party’s board of directors may, if it determines in good faith that (i) it received a bona fide written proposal made by

a third party to LCI or Patrick, as applicable, to enter into a LCI alternative transaction or Patrick alternative

transaction, as applicable, (with all references to 20% in the definition of “LCI alternative transaction” and “Patrick

alternative transaction,” as applicable, being treated as references to 80%) that (a) did not result from a material

breach of either party’s non-solicitation obligations and (b) is on terms that the LCI board or the Patrick board, as

applicable, determines in good faith (after consultation with outside counsel and a financial advisor, and taking in all

relevant considerations) is more favorable to the LCI stockholders or Patrick shareholders, as applicable, from a

financial point of view than the transactions contemplated by the merger agreement, taking into account all relevant

factors (including any changes to the merger agreement that may be proposed by the other party in response to such

proposal) (in the case of LCI or Patrick, as applicable, a “superior proposal”) and (ii) that the failure to take action

would be inconsistent with its fiduciary duties under applicable law, effect a recommendation change in response to

a superior proposal. However, the board may not effect a recommendation change in response to any superior

proposal unless it has given the other party at least five business days’ written notice specifying the material terms

and conditions of such superior proposal, identifying the person making such proposal and stating that it intends to

make a recommendation change, or in the event of a subsequent modification to the material terms and conditions of

such superior proposal, at least four business days’ written notice advising the other party of the modification;

provided that during such notice period, the party engages (to the extent requested by the other party) in good faith

negotiations to amend the merger agreement in such a manner that the proposal no longer constitutes a superior

proposal.

In addition, at any time prior to obtaining the applicable stockholder approval, the LCI board or Patrick board,

as applicable, may, if it determines in good faith (after consultation with outside counsel and a financial advisor of

nationally recognized reputation) that the failure to do so would be inconsistent with its fiduciary duties under

applicable law, effect a board recommendation change in response to a material event, fact or change in

circumstance that arises or occurs after the date of the merger agreement with respect to LCI or Patrick, as

applicable, that materially affects the business, assets or operations of LCI or Patrick, as applicable, or their

subsidiaries, taken as a whole (other than resulting from breach) that, prior to the date of the merger agreement, was

not known or reasonably foreseeable to the LCI board or Patrick board, as applicable, (subject to certain enumerated

exceptions, in the case of LCI or Patrick, as applicable, an “intervening event”). However, the LCI board or the

Patrick board, as applicable, may not effect a board recommendation change in response to any LCI intervening

event or Patrick intervening event, as applicable, unless it has given the other party at least five business days

written notice advising the other party of all material information with respect to any such LCI intervening event or

Patrick intervening event, as applicable, and stating that it intends to make a board recommendation change and

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providing its rationale therefor; provided that during such notice period, the party engages (to the extent requested

by the other party) in good faith negotiations to adjust or modify the merger agreement in response to such

intervening event.

Indemnification, Exculpation and Insurance

The merger agreement requires Patrick to cause the final surviving entity, for a period of six years following the

closing effective time, to indemnify and hold harmless each individual who is, as of the date of the merger

agreement or becomes prior to the closing effective time, a director or officer of LCI or any of its subsidiaries, or

who, at the request of LCI or its subsidiaries, serves as a director or officer of another person in which LCI or any of

its subsidiaries has an equity investment (the “LCI Indemnified Parties”), against all claims, losses, liabilities,

damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and

disbursements, incurred in connection with any claim, action, suit or proceeding arising out of or pertaining to the

fact that the Indemnified Party is or was an officer or director of LCI or any of its subsidiaries or was serving at the

request of LCI or its subsidiaries, to the same extent as such LCI Indemnified Parties were indemnified as of the date

of the merger agreement pursuant to the organizational documents of LCI or any of its subsidiaries, or any

indemnification agreements in existence as of the date of the merger agreement. Neither Patrick nor the final

surviving entity will be liable for any settlement effected without its prior written consent or for any indemnification

that a court deems, in a final and non-appealable order, is prohibited by applicable law.

Each LCI Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such

claim, action, suit or proceeding from the final surviving entity to the same extent as such LCI Indemnified Parties

are entitled to advancement of expenses as of the date of the merger agreement by LCI; however, any person to

whom expenses are advanced provides an undertaking, if and to the extent required by the DGCL, to repay such

advances if it is ultimately determined that such person is not entitled to indemnification.

The merger agreement also requires Patrick for six years following the closing effective time either to cause to

be maintained the policies of directors’ and officers’ liability insurance and fiduciary liability insurance currently

maintained by LCI or to provide substitute policies for not less than the existing coverage and having other terms not

less favorable to the insured persons, except that in no event will Patrick be required to pay an annual premium

greater than 300% of the annual premium paid by LCI for such insurance for the prior 12 months (which we refer to

as the “Maximum Amount”). LCI may obtain a six-year “tail” policy under its existing directors’ and officers’

insurance policy in lieu of the foregoing, for a cost not to exceed the Maximum Amount.

Employee Benefits Matters

For employees who remain employed by Patrick or its subsidiaries following the first effective time, the

following provisions will apply with respect to the compensation and benefits provided to such employees:

•Patrick will recognize each such employee’s credited years of service with LCI or Patrick, as applicable, for

all purposes under each employee benefit plan, program, policy, agreement or arrangement sponsored,

maintained or contributed to by Patrick or any of its subsidiaries following the first effective time (the

“New Plans”), to the same extent such employee was entitled to credited service under the applicable

predecessor plans, except to the extent such credit would result in a duplication of benefits and except with

respect to defined benefit pension plans and equity-based or other incentive compensation;

•Patrick will use its reasonable best efforts to cause each such employee to be eligible for participation in

Patrick welfare plans without any waiting time to the extent coverage under a Patrick welfare plan replaces

coverage under comparable predecessor welfare plans in which such employee participated immediately

prior to the first effective time;

•Patrick will use reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work

requirements of Patrick medical, dental, pharmaceutical and/or vision benefit plans to be waived for such

employees and their covered dependents; and

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•Patrick will use reasonable best efforts to provide credit for any copayments and deductibles paid by such

employees (or their covered dependents) prior to the first effective time in satisfying any similar deductible,

coinsurance and maximum out-of-pocket requirements under any corresponding New Plan.

The merger agreement also requires that the terms and conditions of employment for any LCI or Patrick

employee covered by a labor agreement will be governed by the applicable labor agreement until the expiration,

modification or termination of such labor agreement in accordance with its terms or applicable law.

Patrick and LCI agreed that, during any such employee’s period of employment following the first effective

time and for the period beginning at the first effective time and ending on the 12-month anniversary of the first

effective time, (i) the base salaries or wage rates of such employees will not be reduced from those in effect

immediately prior to the first effective time, (ii) the target incentive compensation opportunities (including equity-

based incentives but excluding any retention, transaction or change in control bonus arrangements) of such

employees will not be reduced from those in effect immediately prior to the first effective time, and (iii) each such

employee will be provided employee benefits (excluding defined benefit plans, nonqualified deferred compensation

plans and retiree welfare plans) that are substantially similar in the aggregate to either those provided to such

employee immediately before the first effective time or those provided from time to time to similarly situated

employees of the other party.

The merger agreement also provides that the employee benefits provisions described in this section will not (i)

be construed to establish, amend or modify any benefit or compensation plan, (ii) limit the ability of Patrick, LCI, or

any of their respective subsidiaries to amend, modify or terminate any benefit or compensation plan, (iii) create any

third-party beneficiary rights or obligations in any person other than the parties to the merger agreement or any right

to employment or continued employment, or (iv) limit the right of Patrick, LCI or any of their subsidiaries to

terminate the employment of any employee following the first effective time at any time and for any or no reason.

Conditions to the Closing of the Merger

The obligations of each of Patrick and LCI to effect the merger are subject to the satisfaction or waiver, in

whole or in part (to the extent permitted by applicable law) of the following mutual conditions on or prior to the

closing date:

•the approval by LCI stockholders of the merger agreement and the first merger;

•the approval by Patrick shareholders of the share issuance and the amendment of Patrick’s articles of

incorporation to increase the number of shares of Patrick common stock available for issuance (the “Patrick

charter amendment”);

•the termination or expiration of any applicable waiting period under the HSR Act and the termination,

expiration or obtainment of any applicable waiting period or any applicable consents, authorizations or

approvals under certain antitrust laws;

•the absence of governmental restraints or prohibitions preventing the consummation of the merger;

•the SEC having declared effective the registration statement of which this joint proxy statement/prospectus

forms a part, and the absence of a stop order or proceedings seeking a stop order;

•the approval for listing by Nasdaq of the shares of Patrick common stock issuable as merger consideration,

subject to official notice of issuance;

•certain representations and warranties of the other party relating to capitalization and other equity securities

being true and correct as of the closing date (except to the extent such representations and warranties

expressly relate to a specific date or as of the date of the merger agreement, in which case such

representations and warranties must be true and correct as of such date), except that any inaccuracies that in

the aggregate are de minimis in nature may be disregarded;

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•certain representations and warranties of the other party relating to organization, standing, corporate power,

authority, agreements with respect to equity securities, voting requirements, takeover statutes and charter

provisions, financial advisor opinions, brokers and, in the case of Patrick, merger subs (x) that are qualified

by materiality or material adverse effect being true and correct as of the closing date as though made on the

closing date (except to the extent such representations and warranties expressly relate to a specific date or

the date of the merger agreement, in which case such representations and warranties must be true and

correct as of such date) and (y) that are not qualified by materiality or material adverse effect being true and

correct in all material respects as of the closing date (except to the extent such representations and

warranties expressly relate to a specific date or the date of the merger agreement, in which case such

representations and warranties must be true and correct in all material respects as of such date);

•the representation and warranty of the other party relating to no material adverse effect being true and

correct as of the closing date;

•each other representation and warranty of the other party (without giving effect to any limitation as to

materiality, material adverse effect or any provisions contained therein relating to preventing or materially

delaying the consummation of any of the transactions contemplated by the merger agreement) being true

and correct as of the closing date (except to the extent such representations and warranties expressly relate

to a specific date or the date of the merger agreement, in which case such representations and warranties

must be true and correct as of such date), except where the failure of such representations and warranties to

be so true and correct does not have, and would not reasonably be expected to have, individually or in the

aggregate with respect to all such failures, a material adverse effect on such party;

•LCI or the Patrick parties, as applicable, having performed in all material respects their respective

obligations required to be performed under the merger agreement;

•the absence of a material adverse effect on the other party since the date of the merger agreement; and

•the receipt by each party of a certificate executed by the chief executive officer or chief financial officer of

the other party certifying the satisfaction of the applicable conditions relating to representations and

warranties, performance of obligations and absence of a material adverse effect.

The obligations of LCI to effect the merger are additionally subject to the satisfaction or waiver of the following

condition:

•the receipt by LCI of a tax opinion from its counsel (or if LCI’s counsel is unable to issue such an opinion,

from Patrick’s counsel or another nationally recognized law firm reasonably acceptable to LCI) to the effect

that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the

first merger and the second merger, taken together, will be treated as a single integrated transaction that will

qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “closing tax opinion”).

In rendering the closing tax opinion, counsel will have received the tax representation letters from Patrick

and LCI and may rely upon such representation letters and such other representations, information and

assumptions as counsel reasonably deems relevant. The failure of counsel to deliver such opinion shall not

cause a failure of this condition, however, to the extent such failure results from any breach by LCI of

certain covenants related to tax matters under the merger agreement.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will

be completed.

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the closing effective time, whether before or after

receipt of the LCI stockholder approval or the Patrick shareholder approval, under the following circumstances:

•by mutual written consent of Patrick and LCI; or

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•by either Patrick or LCI:

◦if the merger is not consummated by March 30, 2027 (the “outside date”); provided that if the

closing has not occurred by such date and all conditions have been satisfied or waived (other than the

antitrust conditions and those that by their terms are to be fulfilled at closing but are capable of being

satisfied), then the outside date will automatically be extended to June 30, 2027, and if the merger

has not been consummated by June 30, 2027 for the same reason, the outside date will automatically

be further extended to September 30, 2027; provided, further, that this right to terminate will not be

available to a party whose failure to perform any of its material obligations under the merger

agreement has been the primary cause of, or primarily resulted in, the failure of the merger to be

consummated by such time;

◦if the approval of the LCI stockholders of the merger agreement and the first merger has not been

obtained at a duly convened LCI stockholders meeting or any adjournment or postponement thereof;

◦if the approval of the Patrick shareholders of the share issuance or the Patrick charter amendment has

not been obtained at a duly convened Patrick shareholders meeting or any adjournment or