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PATRICK INDUSTRIES INC

For the period ended May 14, 2026. Filed Mar 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Mar 30, 2026

PATK$78.79-5.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

PATRICK INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

x No fee required

o Fee paid previously with preliminary materials

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proxy

Statement

& Notice of 2026 Annual Meeting of Shareholders

Dear

Shareholder

On behalf of the Board of Directors, we are pleased to invite you to join

us for our Annual Meeting of Shareholders ("Annual Meeting"), which will

be conducted via live audio webcast on May 14, 2026, at 10:00 A.M. ET.

The virtual Annual Meeting will be conducted online at meetnow.global/

MQHXUQJ. In the Notice of 2026 Annual Meeting & Proxy Statement, we

describe the matters upon which you will be asked to vote at the meeting

and provide instructions for attending the meeting.

This Proxy Statement describes our corporate governance policies that

foster the Board's effective oversight of the Company’s business

strategies and practices. We welcome you to review this Proxy

Statement as we describe our financial performance for fiscal year 2025.

Patrick’s disciplined capital allocation and ongoing investments in

strategic diversification continue to strengthen our competitive position

and enhance the resilience of our business. Our talented team, united by

our core BETTER Together values, remains focused on delivering

innovative new products, an increasing mix of highly engineered

components, and integrated solutions that create value for our customers

in the Outdoor Enthusiast and Housing markets. Through deep customer

relationships, advanced materials leadership, and an expanding

aftermarket presence, we are well positioned to drive durable long-term

profitable growth and value for all stakeholders.

Please review the proxy/notice card for instructions on how to vote over

the Internet, by telephone or by mail in order to be certain that your

shares of stock are represented at the Annual Meeting. It is important

that all Patrick Industries, Inc. shareholders vote and participate in the

affairs and governance of our Company.

Sincerely,

Andy L. Nemeth

CEO & Chairman of the Board

Please review the proxy/

notice card for instructions

on how to vote over the

Internet, by telephone or by

mail in order to be certain that

your shares of stock are

represented at the Annual

Meeting. It is important that

all Patrick Industries, Inc.

shareholders vote and

participate in the affairs and

governance of our Company.

Notice of 2026 Annual Meeting of Shareholders & Proxy Statement

Notice of Annual Meeting

Record Date

March 20, 2026

Date

Thursday, May 14, 2026;

10:00 A.M. ET

Location

Online at: meetnow. global/MQHXUQJ

ProposalsBoard Vote Recommendation
1To elect nine directors to the Board of Directors to serve until the 2027 Annual Meeting of ShareholdersFOR
2To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026FOR
3To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2025FOR

In addition

To consider and transact such other business as may

properly come before the meeting or any adjournment or

postponement thereof.

Voting

Please vote your shares using the Internet, by telephone or

by mail by signing, dating and returning the enclosed Proxy

Card. If you hold shares through a broker, custodian,

fiduciary, or nominee, please check the voting instructions

used by that broker, custodian, fiduciary, or nominee.

Holders with a control number from Computershare, our

transfer agent, can vote at the virtual Annual Meeting.

Please return your Proxy Card so your vote can be

counted. See “Voting Q&A”.

By Order of the Board of Directors,

Joel D. Duthie

Executive Vice President, Chief Legal Officer

and Secretary

Virtual Meeting Format

You will be able to attend and participate in the Annual

Meeting online, vote your shares electronically and submit

your questions prior to and during the meeting by visiting:

meetnow.global/MQHXUQJ on the meeting date and time

described in the accompanying Proxy Statement.

If you plan to attend the meeting online, you must register

by following the instructions contained in the “Voting Q & A”

section.

Notice of Internet Availability of Proxy

Materials for the Annual Meeting of

Shareholders

Our 2026 Proxy Statement and Annual Report to

Shareholders for fiscal 2025 are available on Patrick

Industries, Inc.’s website at www.patrickind.com under

“Investors - Company Info.” You may also request hard

copies of these documents free of charge by writing to us at

the following address: 107 W. Franklin Street, Elkhart,

Indiana 46516. Attention: Office of the Secretary.

Notice of 2026 Annual Meeting of Shareholders & Proxy Statement

Proxy Statement

Annual Meeting of Shareholders

This Proxy Statement is provided in connection with the

solicitation of proxies by the Board of Dire ctors (the

“Board”) for the Annual Meeting of Shareholders to be held

online (virtual meeting) on May 14, 2026 (the “Annual

Meeting”) for the purpose of considering and acting upon

the matters specified in the Notice of Annual Meeting of

Shareholders accompanying this Proxy Statement. The

proxy card or voting instruction form sets forth your holdings

of common stock of the Company. We expect that, on or

about April 1, 2026, this Proxy Statement will be available

through the Internet.

If the form of proxy which accompanies this Proxy

Statement is executed and returned, or is voted by Internet

or by telephone, it may be revoked by the person giving it at

any time prior to the voting thereof by:

changing your vote using the online voting method, in

which case only your latest Internet proxy submitted

prior to the Annual Meeting will be counted;

filing with the Secretary of the Company, during or

before the Annual Meeting, a written notice of

revocation bearing a date later than the date of the

proxy;

duly executing and dating a subsequent proxy relating

to the common stock and delivering it to the Secretary

of the Company before or during the Annual Meeting;

or

voting your shares electronically during the Annual

Meeting.

If the form of proxy is signed, dated and returned without

specifying choices on one or more matters presented to the

shareholders, the shares will be voted on the matter or

matters listed on the Proxy Card as recommended by the

Company’s Board.

Voting Methods

Online

www.investorvote.com/PATK

Phone

For shareholders

of record: 800-652-8683

Mail

Sign, date and return the

enclosed Proxy Card in the

enclosed envelope

Additional solicitations in person, by telephone, or

otherwise, may be made by certain directors, officers and

employees of the Company regarding the proposals without

additional compensation. Expenses incurred in the

solicitation of proxies, including postage, printing and

handling, and actual expenses incurred by brokerage

houses, custodians, nominees and fiduciaries in forwarding

documents to beneficial owners, will be paid by the

Company.

Patrick’s Annual Report to Shareholders, which contains

Patrick’s Annual Report on Form 10-K for the year ended

December 31, 2025, accompanies this Proxy Statement.

Requests for additional copies of the Annual Report on

Form 10-K should be submitted to the Office of the

Secretary, Patrick Industries, Inc., 107 W. Franklin Street,

Elkhart, Indiana 46516. Annual Meeting materials may also

be viewed online through our website, www.patrickind.com

under “Investors - Company Info.”

Notice of 2026 Annual Meeting of Shareholders & Proxy Statement

Table of Contents
2025 HIGHLIGHTS
Business Financial Highlights1
Executive Compensation Highlights2
Corporate Governance Highlights3
PROPOSAL 1:
Election of Directors5
Nominees for Election6
2025 Non-Employee Director Compensation11
Board Committees12
PROPOSAL 2:
Ratification of the Appointment of Independent Registered Public Accounting Firm14
Independent Public Accountants15
Audit Committee Report16
PROPOSAL 3:
Advisory Vote to Approve the Compensation of Our Named Executive Officers17
EXECUTIVE COMPENSATION
Named Executive Officers18
Compensation Discussion and Analysis20
Fiscal Year 2025 Executive Compensation25
Compensation Committee Report31
Summary Compensation Table32
Grants of Plan-Based Awards During Fiscal Year 202534
Outstanding Equity Awards as of December 31, 202536
Equity Compensation Plan Information38
Stock Options and Stock Appreciation Rights Exercises and Stock Vested in Fiscal 202539
Executive Retirement Plan40
Potential Payments Upon Termination or Upon a Change of Control41
CEO Pay Ratio44
Pay Versus Performance45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT48
RELATED PARTY TRANSACTIONS49
PROPOSALS OF SHAREHOLDERS FOR THE 2027 ANNUAL MEETING49
HOUSEHOLDING OF ANNUAL MEETING MATERIALS50
OTHER MATTERS50
VOTING Q&A51

Notice of 2026 Annual Meeting of Shareholders & Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.