(1) | As of January 29, 2024, the maximum number of shares of common stock to which this transaction applies is estimated to be 58,883,937, which consists of (i) 58,317,359 shares of PGT Innovations, Inc. (referred to as “PGTI”) common stock outstanding as of January 29, 2024, which include restricted and performance shares in amounts as permitted per the grant agreements, (ii) 21,725 shares of PGTI common stock, subject to restricted stock units outstanding as of January 29, 2024 and (iii) an estimated maximum of 544,853 shares of PGTI common stock that may be issued or vest prior to the merger in respect of PGTI equity awards existing as of the date of this proxy statement or that may be granted prior to the merger. Estimated solely for the purposes of calculating the filing fee, as of January 29, 2024, the underlying value of the transaction was calculated based on the sum of (i) the product of 58,883,937 shares of PGTI common stock (including company restricted stock, stock subject to restricted stock units and stock that may be issued or vest prior to the merger) and the per share merger consideration of $42.00 and (ii) the interest expected to accrue on the Interim Company Restricted Shares (as defined in the merger agreement), calculated based on a prime rate of 8.5% and a vesting period of one to three years, as applicable. |