DEF 14A of Rollins Inc, Mar 17, 2026

DEF 14A of Rollins Inc

Filed Mar 17, 2026 · FY20250000084839-26-000014

Open on EDGAR

  1. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth the compensation paid to our Non-Employee Directors for services rendered as a director for the year ended December 31, 2025. Three of our directors, Messrs. Gary W. Rollins, John F. Wilson and Jerry E. Gahlhoff, Jr. were employees of the Company during 2025, and their employee compensation information is set forth in the “Summary Compensation Table” on page 51 under the “Executive Officer Compensation and Benefits” section of this Proxy Statement. Directors that are our employees do not receive any additional compensation for services rendered as a director.

  2. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Annual Restricted Stock Award(1) ($) | Total ($) | | SUSAN R. BELL | 130,000 | 150,000 | 280,000 | | DONALD P. CARSON | 100,000 | 150,000 | 250,000 | | PAUL D. DONAHUE | 75,000 | 150,000 | 225,000 | | PATRICK J. GUNNING | 100,000 | 150,000 | 250,000 | | P. RUSSELL HARDIN | 100,000 | 150,000 | 250,000 | | DALE E. JONES | 100,000 | 150,000 | 250,000 | | GREGORY B. MORRISON | 115,000 | 150,000 | 265,000 | | PAMELA R. ROLLINS | 100,000 | 150,000 | 250,000 | | LOUISE S. SAMS | 142,000 | 150,000 | 292,000 |

  3. 2025 Director Compensation Table

    (1)Amounts in this column represent the grant date fair value of the equity awards granted to the non-employee directors, calculated in accordance with FASB ASC Topic 718. The amounts reported in this column represent the fair value of the total number of shares issued to each director rounded up to the nearest whole dollar. These equity grants must be held for a period of one (1) year from the date of the grant and until stock ownership guidelines are satisfied. The following is our anticipated non-employee director compensation for 2026.

  4. 2025 Director Compensation Table

    | | 2026 | | Annual Cash Retainer | $100,000 | | Annual Equity Award | $150,000 | | Lead Director Annual Cash Retainer | $30,000 | | Audit Chairperson Annual Cash Retainer | $30,000 | | Human Capital Management and Compensation Chairperson Annual Cash Retainer | $15,000 | | Nominating and Corporate Governance Chairperson Annual Cash Retainer | $12,000 |

  5. 2025 Director Compensation Table

    Non-Employee Director Stock Ownership Guidelines Under Stock Ownership Guidelines (“Guidelines”), Non-Employee Directors are required to beneficially own, within five years from the date they become subject to the Guidelines, common stock of the Company equal in value at least three times the non-employee director annual cash retainer determined as of the last day of the prior fiscal year with the average closing price of the prior 90 days. Non-Employee Directors are prohibited from selling Company stock granted to such director by the Company for a period of one (1) year from the date of such grant and until such director is in compliance with their ownership requirement under the Guidelines. All Non-Employee Directors who have been directors for five or more years are currently in compliance with the ownership requirement under the Guidelines as of the record date.

  6. 2025 Director Compensation Table

    | 2026 Proxy Statement | | 21 |

  7. 2025 Director Compensation Table

    The following table sets forth the names, ages as of March 2, 2026, and certain other information for each of the nominees for election as a director at the Annual Meeting and for each of the continuing members of our Board following the Annual Meeting. Each of the nominees other than Mr. Timothy C. Rollins is currently a director of the Company. Full biographical information follows the table.

  8. 2025 Director Compensation Table

    | Name | Age | Independent | Director Since | Current Term Expires | | DIRECTOR NOMINEES: | | | | | | SUSAN R. BELL | 63 | Yes | 2021 | 2026 | | DONALD P. CARSON | 76 | Yes | 2021 | 2026 | | PAUL D. DONAHUE | 69 | Yes | 2025 | 2026 | | JERRY E. GAHLHOFF, JR. | 53 | No | 2021 | 2026 | | PATRICK J. GUNNING | 66 | Yes | 2021 | 2026 | | GREGORY B. MORRISON | 66 | Yes | 2021 | 2026 | | LOUISE S. SAMS | 68 | Yes | 2022 | 2026 | | TIMOTHY C. ROLLINS | 63 | No | — | — | | JOHN F. WILSON | 68 | No | 2013 | 2026 | | CONTINUING DIRECTORS: | | | | | | P. RUSSELL HARDIN | 68 | Yes | 2023 | 2027 | | DALE E. JONES | 66 | Yes | 2024 | 2027 | | PAMELA R. ROLLINS | 69 | No | 2015 | 2027 |

  9. 2025 Director Compensation Table

    | 22 | | 2026 Proxy Statement |

  10. 2025 Director Compensation Table

    Key Attributes, Experience, and Skills of Director Nominees and Continuing Directors

  11. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  12. DIRECTOR NOMINEES

    | Director since: 2021 Independent Committee: •Audit (Chairperson) | | | | SUSAN R. BELL, 63 | | | Retired Partner, Ernst & Young LLP | | | Susan R. Bell has served as a Director of Rollins, Inc. since 2021. Ms. Bell retired as partner from Ernst & Young LLP in 2020 after a 36-year career in public accounting. At Ernst & Young LLP, Ms. Bell served as both an audit and advisory partner, led the Southeast Risk Advisory practice and served as the Atlanta Office Managing Partner. Prior to working at Ernst & Young LLP, Ms. Bell started her career at Arthur Andersen LLP in 1984 where she served as an audit partner from 1996 to 2002. Ms. Bell has extensive experience with accounting and auditing, internal controls over financial reporting, enterprise risk management, financial IT systems implementations and testing, mergers and acquisitions, dispositions, initial public debt and equity offerings and other securities offerings. Ms. Bell currently serves as a member of the Board of Directors of RPC, Inc. (NYSE: RES), Marine Products Corporation (NYSE: MPX) and First Advantage Corporation (NASDAQ: FA), roles she has held since 2021, and also serves on the Audit Committees of those corporations and on the Compensation Committee of First Advantage Corporation. She also is Audit Committee Chair for First Advantage Corporation. Ms. Bell graduated summa cum laude from Mississippi State University with a Bachelor of Professional Accountancy and is a Certified Public Accountant in Georgia and Tennessee. |

  13. DIRECTOR NOMINEES

    | Director since: 2021 Independent Committees: •Audit •Nominating and Corporate Governance | | | | DONALD P. CARSON, 76 | | | Co-founder and Managing Director, The Ansley Capital Group, LLC and Ansley Securities LLC | | | Donald P. Carson has served as a Director of Rollins, Inc. since 2021. Mr. Carson is the founder of Don Carson Associates, LLC, and co-founder of The Ansley Capital Group, LLC, Ansley Securities LLC, and Cardez Hospitality Group, LLC. Mr. Carson previously served as President of RFA Management Company, LLC, an Atlanta-based family office, from 2019 to 2022, and previously from 2003 to 2013. Mr. Carson worked for many years in the investment and commercial banking industry, primarily for Wachovia Bank, NA from 1977 to 1997. During this time, he was head of the international banking and investment banking businesses. After leaving Wachovia, Mr. Carson became a partner of Paradigm Capital where he was employed from 1998 to 1999 and later co-founded The Ansley Capital Group, LLC and Ansley Securities, LLC, where he is a Managing Director. He currently serves as a Trustee and Board Chair of Beloit College and serves on the board of Black Mountain College Museum + Arts Center. Mr. Carson is also a trustee of The Gary W. Rollins Foundation. Mr. Carson appears on numerous recordings for Telarc and Deutsche Grammophon with the Atlanta Symphony Orchestra Chorus. Four of these recordings have earned Grammys. He is a voting member of The Recording Academy. Mr. Carson received a Bachelor of Arts degree in Music Composition from Beloit College, and a Master of Business Administration in Finance from the University of Chicago. He also is a graduate of the Thunderbird School of Global Management of Arizona State University. |

  14. DIRECTOR NOMINEES

    | 2026 Proxy Statement | | 23 |

  15. DIRECTOR NOMINEES

    | Director since: 2025 Independent Committee: •Human Capital Management and Compensation | | | | PAUL D. DONAHUE, 69 | | | Non-Executive Chairman, Genuine Parts Company | | | Paul D. Donahue has served as a Director of Rollins, Inc. since 2025. Mr. Donahue currently serves as Non-Executive Chairman of Genuine Parts Company, a Fortune 200 global distributor of automotive and industrial parts. He previously served as Chief Executive Officer from 2016 to 2024 and Chairman from 2019 to 2024. He has held several key management positions in his 21+ years with GPC, including executive leadership roles at S.P. Richards Company, GPC’s business products group, and the U.S. Automotive Parts Group. Prior to joining GPC, Mr. Donahue served in various roles at Newell Office Products. He was President of Sanford North America from 1998 – 2002, Vice President in 1997 and Vice President of Sales from 1991 – 1996. Mr. Donahue began his career with the Newell Companies in 1978 and held numerous sales and management roles during his tenure. Mr. Donahue is an active supporter of The United Way, Boys and Girls Clubs of America, the Shepherd Center and the City of Refuge. He is a member of the Carlyle Fraser Heart Center Advisory Committee and the Woodruff Arts Center Board of Trustees. Paul serves on the Emory Healthcare Board of Directors. Paul also served as 2023 Chair of the Metro Atlanta Chamber and on Truist Bank’s Board of Directors from 2019 to 2023. |

  16. DIRECTOR NOMINEES

    | Director since: 2021 | | | | JERRY GAHLHOFF, JR., 53 | | | Chief Executive Officer and President | | | Jerry E. Gahlhoff, Jr. was appointed Chief Executive Officer of Rollins, Inc. in 2023, while retaining his prior role as President. He previously served as President and Chief Operating Officer of Rollins in 2020 and joined the Board of Directors in 2021. Mr. Gahlhoff served as President of Specialty Brands and Vice President of Human Resources, where he oversaw the Company’s specialty brands portfolio—including HomeTeam Pest Defense, Western Pest Services, Waltham Pest Services, Northwest Exterminating, Clark Pest Control and OPC Services. He also led Human Resources and Training for all Rollins Brands. An industry veteran, Mr. Gahlhoff began his career in 1999 as an entomologist with Wilson Pest Control Company in Winston-Salem, NC, later acquired by HomeTeam in 2001. He then moved to HomeTeam’s headquarters in Dallas, TX, serving as Vice President of Technical Services, Regional Vice President of the Florida Region and Vice President of the East Division, before becoming President of HomeTeam after Rollins acquired the company in 2008. In 2018, Mr. Gahlhoff received the Crown Leadership Award from Pest Control Technology (PCT) magazine for his ethical leadership and contributions to the industry. He is an active member of the national professional pest control fraternity, Pi Chi Omega, has served as a board member of Zoo Atlanta since 2023 and was appointed to the Culligan International Board of Directors in 2025. He also serves as Treasurer of the Pest Management Foundation Board of Trustees and as Vice Chairman of The Professional Pest Management Association, roles he has held since 2022 and 2024, respectively. Mr. Gahlhoff received a Master of Science in Entomology from the University of Florida. |

  17. DIRECTOR NOMINEES

    | 24 | | 2026 Proxy Statement |

  18. DIRECTOR NOMINEES

    | Director since: 2021 Independent Committee: •Audit | | | | PATRICK J. GUNNING, 66 | | | Retired Chief Financial Officer, The Woodruff Arts Center Retired Partner, Ernst & Young LLP | | | Patrick J. Gunning has served as a Director of Rollins, Inc. since 2021. In June 2020, Mr. Gunning retired as a partner from Ernst & Young LLP, a role he held since May 2002, after a 39-year career in public accounting. He held multiple leadership roles at Ernst & Young LLP including Southeast Region Leader of the Financial Accounting Advisory Services practice, Southeast Area Industry Leader of the Retail and Consumer Products practice, and lead audit partner for numerous publicly traded and privately owned companies. Mr. Gunning also served as the Chief Financial Officer of the Robert W. Woodruff Arts Center, Inc., a non-profit organization, from 2020 to 2022. Prior to joining Ernst & Young LLP, Mr. Gunning worked at Arthur Andersen LLP from 1981 to 2002, where he served as a partner, lead audit partner for numerous publicly traded and privately owned companies, and Assurance Division Leader. Mr. Gunning brings extensive risk oversight and financial and strategic experience to the Board. He currently serves as a member of the Board of Directors of RPC, Inc. (NYSE: RES) and Marine Products Corporation (NYSE: MPX), roles he has held since 2021. Mr. Gunning received a Bachelor of Business Administration in Accountancy from the University of Notre Dame. |

  19. DIRECTOR NOMINEES

    | Director since: 2021 Independent Committees: •Human Capital Management and Compensation (Chairperson) •Audit | | | | GREGORY B. MORRISON, 66 | | | Retired Senior Vice President and Corporate Chief Information Officer, Cox Enterprises, Inc. | | | Gregory B. Morrison has served as a Director of Rollins, Inc. since 2021. He is the former Senior Vice President and Corporate Chief Information Officer for Cox Enterprises, Inc., a role he held from February 2002 until his retirement in January 2020. During his 18 years at Cox, Mr. Morrison was responsible for providing corporate strategic planning, policy development and management of all information technology systems and overseeing cybersecurity matters. Prior to his role at Cox, Mr. Morrison served as Executive Vice President and Chief Operating Officer of RealEstate.com in 2000 and held various information and technology leadership roles at Prudential Financial from 1989 to 2002. Mr. Morrison has extensive knowledge and expertise with cybersecurity, large-scale business transformations and the development of key technological advances that help improve manual business processes. Mr. Morrison was named among the industry's top performing Chief Information Officers who have shown unparalleled leadership to drive innovation and transformation in businesses. Mr. Morrison has served as member of the Board of Directors of RB Global, Inc. (NYSE: RBA) since 2004, sitting on both the Audit and Compensation Committees. He is also a Director of Amerisure Insurance and IEWC. He previously served on the Veritex Holdings Board of Directors, where he chaired the Corporate Governance and Nominations Committee and the Technology Committee and served on the Audit Committee. Through 2023, he was a Director of Veritiv Corporation (acquired by CD&R), contributing to its Audit and Finance Committee and its Compensation and Leadership Development Committee. He has also been Chairman of the Clark Atlanta University Board of Trustees since 2004. Mr. Morrison was a commissioned officer in the US Army from 1982 to 1989. He received a Bachelor of Science in Mathematics and Physics from South Carolina State University, and a Master of Science in Industrial Engineering from Northwestern University. |

  20. DIRECTOR NOMINEES

    | 2026 Proxy Statement | | 25 |

  21. DIRECTOR NOMINEES

    | Director since: — | | | | TIMOTHY C. ROLLINS, 63 | | | Vice President, LOR, Inc. | | | Timothy C. Rollins is a new nominee for Director of Rollins, Inc. Mr. Rollins is a Vice President at LOR, Inc., a private family investment company, where he manages the firm’s investment portfolio and cattle operations. In this role, he also oversees the Executive Operations Team and approves major capital expenditures. Mr. Rollins currently serves on the Boards of Directors of RPC, Inc. (NYSE: RES) and Marine Products Corporation (NYSE: MPX), positions he has held since 2017 and 2022, respectively. He is also a Trustee of Emory University, the Woodruff Health Sciences Center, the O. Wayne Rollins Foundation, and the Ma-Ran Foundation. Mr. Rollins holds a Bachelor of Science in Business Administration from Boston University. Mr. Rollins is the brother of Ms. Pamela R. Rollins and the nephew of Mr. Gary W. Rollins. |

  22. DIRECTOR NOMINEES

    | Director since: 2022 Independent Committees: •Nominating and Corporate Governance (Chairperson) •Human Capital Management and Compensation | | | | LOUISE S. SAMS, 68 | | | Lead Independent Director Retired Vice President and General Counsel, Turner Broadcasting System, Inc. | | | Louise S. Sams has served as a Director of Rollins since 2022. She previously served as the Executive Vice President and General Counsel of Turner Broadcasting System, Inc. ("Turner"), a television and media conglomerate, from 2000 until September 2019. As General Counsel, Ms. Sams oversaw legal work relating to all of the business activities of Turner and its subsidiaries worldwide. Ms. Sams managed a global legal department overseeing licensing, clearance and production of content for the Turner television networks and related media services, the sale and distribution of those networks, protection of intellectual property, employment matters, litigation, and transactional work, such as acquisitions and joint ventures. Ms. Sams also served as President, Turner Broadcasting System International, Inc. from September 2003 until May 2012. Ms. Sams has extensive experience related to technology, information security, use of data and consumer privacy, as well as enterprise-wide risk management. In Ms. Sams' role as President, Turner Broadcasting System International, Inc., she was responsible for production, distribution and ad sales relating to all kids and entertainment television networks and media services offered by Turner outside of the U.S. and Canada, distribution and commercial operations of CNN's international services, and Turner's international joint ventures. Prior to joining Turner in 1993 as a corporate attorney, Ms. Sams was an associate at White & Case, specializing in mergers and acquisitions. Ms. Sams currently serves as a member of the Board of Directors of Costar Group (NASDAQ: CSGP) and Loop Industries (NASDAQ: LOOP), positions she has held since 2019 and 2021, respectively. Ms. Sams is Chair of the Board of CoStar, chairs the Nominating and Corporate Governance Committee, and also serves on the Audit Committee of Costar. Ms. Sams chairs the Nominating and Corporate Governance Committee of the Loop Board and also serves on the Audit and Compensation Committees of Loop Industries. Ms. Sams currently serves on the following non-profit boards: Princeton University, where she is Chair of the Board of Trustees and Chair of the Executive Committee, Board Development Committee and Compensation Committee; High Museum of Art in Atlanta; and The Westminster Schools. Ms. Sams received a J.D. from the University of Virginia School of Law, and a BA from Princeton University, where she graduated magna cum laude. |

  23. DIRECTOR NOMINEES

    | 26 | | 2026 Proxy Statement |

  24. DIRECTOR NOMINEES

    | Director since: 2013 | | | | JOHN F. WILSON, 68 | | | Executive Chairman of the Board | | | John F. Wilson was appointed Executive Chairman of the Board in 2025 and has served as a Director of Rollins, Inc. since 2013. Previously, he served as Vice Chairman of the Company since 2020. With over three decades of service, Mr. Wilson offers deep experience in the Company's business and industry. He previously served as President of Orkin, LLC from 2009 to 2013 and President and Chief Operating Officer from 2013 to 2020. In addition to his role at Rollins, Mr. Wilson has served on the Board of Directors of RPC, Inc. (NYSE: RES) and Marine Products Corporation (NYSE: MPX) since April 2022. He also served as Vice Chairman of the Professional Pest Management Association for fourteen years. Since 2015, he has been a member of The Carter Center’s Board of Councilors. |

  25. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  26. CONTINUING DIRECTORS

    | Director since: 2023 Independent Committee: •Nominating and Corporate Governance | | | | P. RUSSELL HARDIN, 68 | | | Retired President, Robert W. Woodruff Foundation, Inc. | | | P. Russell Hardin has served as a Director of Rollins, Inc. since 2023. Mr. Hardin served as the President of the Robert W. Woodruff Foundation, Joseph B. Whitehead Foundation, Lettie Pate Evans Foundation and Lettie Pate Whitehead Foundation from 2006 until 2025. He joined the Foundations' staff in 1988, became President in 2006, and currently serves as a Trustee. Previously, Mr. Hardin practiced law with the Atlanta firm of King & Spalding from 1982 to 1987. Mr. Hardin has served as a member of the Genuine Parts Company (NYSE: GPC) Board of Directors since 2017 and currently serves as Lead Independent Director. He served as a Trustee of Northwestern Mutual Life Insurance Company from 2011 to 2025, where he also served as Lead Independent Trustee. Mr. Hardin offers the Board extensive experience in the areas of finance, management, strategic planning, philanthropy, governance, and law. Mr. Hardin received his Bachelor of Arts degree with high distinction from the University of Virginia in 1979, and a Juris Doctorate degree with honors from Duke University School of Law in 1982. |

  27. CONTINUING DIRECTORS

    | 2026 Proxy Statement | | 27 |

  28. CONTINUING DIRECTORS

    | Director since: 2024 Independent Committee: •Human Capital Management and Compensation | | | | DALE E. JONES, 66 | | | Chief Executive Officer, Magna Vista Partners | | | Dale E. Jones has served as Director of Rollins, Inc. since 2024. Mr. Jones currently serves as Chief Executive Officer of Magna Vista Partners, a global leadership consulting firm since September 2022, and concurrently serves as a Vice Chairman of Christoph Zeiss Partners. He previously served as President and Chief Executive Officer of Diversified Search (DSG Global) from January 2015 to December 2021 and as President from October 2013 to January 2015. Prior to that, Mr. Jones served as Vice Chairman and partner of the CEO and Board Practice in the Americas at Heidrick & Struggles from 2009 to 2013. From 2007 to 2009, he served as Executive Vice President of Revolution LLC, a venture capital firm. Mr. Jones held several executive leadership positions at Heidrick & Struggles from 1999 to 2007. Mr. Jones has served as a member of the Board of Directors of Chick-fil-A, Inc., a fast-food restaurant chain, since January 2021. Previously, he served on the Board of Directors of Outset Medical, Inc. (NASDAQ: OM), a medical technology corporation, from 2021 to 2025, of Northwestern Mutual, a financial services company, from 2007 to 2022, of Kohl's Corporation (NYSE: KSS), an omnichannel retailer, from 2008 to 2016, and of Hughes Supply from 2003 to 2006 (prior to its acquisition by The Home Depot). He also has served on the Advisory Board of Crider Foods since 2023. Mr. Jones has extensive knowledge and experience with business strategy, board issues and corporate governance, and human capital. Mr. Jones holds a BA from Morehouse College. |

  29. CONTINUING DIRECTORS

    | Director since: 2015 | | | | PAMELA R. ROLLINS, 69 | | | Community Leader | | | Pamela R. Rollins has served as Director of Rollins, Inc. since 2015. Ms. Rollins is the granddaughter of O. Wayne Rollins, the founder of Rollins, Inc., and is a third-generation member of a fifth-generation family. Ms. Rollins worked as a real estate manager under her grandfather's direction and guidance from 1979 to 1984, after which, she focused on raising her two children. Upon returning to the workforce, she was employed with the Orkin Exterminating Company in customer service for 10 years. In addition, Ms. Rollins' public company board service includes serving as a director for Marine Products Corporation (NYSE: MPX) from 2017 until 2025 and for RPC, Inc. (NYSE: RES) from 2019 until 2025. She currently serves as a Director and Officer of LOR, Inc. and the Rollins Holding Company. Ms. Rollins has extensive knowledge of the Company's business and industry. Ms. Rollins serves as a Trustee on the boards of the O. Wayne Rollins Foundation, the Ma-Ran Foundation, the Rollins Child Development Center and Young Harris College. Ms. Rollins holds a BA Degree from Stephens College with a major in Family and Community Studies. Ms. Rollins is the sister of Timothy C. Rollins and the niece of Gary W. Rollins. |

  30. CONTINUING DIRECTORS

    | 28 | | 2026 Proxy Statement |

  31. CONTINUING DIRECTORS

    Our Board Experience and Diversity Matrix

  32. CONTINUING DIRECTORS

    | | | | | | | | | | | | | | | Demographics | | | | | | | | | | | | | | Gender | M | F | M | M | M | M | M | M | M | F | M | F | | Race/Ethnicity Diversity | | | | | | | | ¢ | ¢ | | | | | Backgrounds | | | | | | | | | | | | | | Other Board(s) | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | CEO/Other C-Suite Officer | ¢ | ¢ | ¢ | ¢ | ¢ | | ¢ | ¢ | ¢ | | | ¢ | | Pest Control Industry | | | | | ¢ | | | | | ¢ | | | | Capabilities for Rollins, Inc. | | | | | | | | | | | | | | Operations | ¢ | ¢ | ¢ | ¢ | ¢ | | ¢ | ¢ | ¢ | | ¢ | ¢ | | Sales | | | ¢ | ¢ | ¢ | | | ¢ | ¢ | ¢ | | | | Strategic Growth | | ¢ | ¢ | ¢ | ¢ | | | ¢ | ¢ | | ¢ | ¢ | | Human Capital | ¢ | ¢ | ¢ | ¢ | ¢ | | | ¢ | | | | ¢ | | Risk Management | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | | | | ¢ | | Technology | | ¢ | | ¢ | ¢ | ¢ | | | ¢ | | | | | Accounting/Finance | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | ¢ | | | |

  33. CONTINUING DIRECTORS

    | 2026 Proxy Statement | | 29 |

  34. CONTINUING DIRECTORS

    Proposal 1: Election of Directors Our Board of Directors is currently composed of twelve members. At the Annual Meeting, nine director nominees are up for election this year. Each director’s term continues until the Annual Meeting of Shareholders in 2027 or until the election and qualification of his or her successor, or such director’s earlier death or resignation. The nominees for election at the 2026 Annual Meeting are all current directors of the Company, other than Mr. Timothy Rollins. Three other individuals serve as directors but are not standing for re-election because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company’s Amended and Restated By-Laws, which previously provided for the election of directors for staggered terms, with each director serving a three-year term; however, one-year terms for all directors will be phased in by 2027, and the Board will be declassified at that time, with all directors subject to nomination and re-election for one-year terms at the 2027 Annual Meeting of Shareholders. Nominees At the Annual Meeting, Messrs. Carson, Donahue, Gahlhoff, Gunning, Morrison, T. Rollins and Wilson, and Ms. Bell and Ms. Sams will be nominated to serve as directors to be elected for a one-year term expiring in 2027. Unless authority is withheld, the proxy holders will vote for the election of each director nominee named above. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the present Board of Directors and recommended by the Nominating and Corporate Governance Committee to fill such vacancy.

  35. CONTINUING DIRECTORS

    | Our Board of Directors recommends a vote FOR the director nominees above. |

  36. CONTINUING DIRECTORS

    | 30 | | 2026 Proxy Statement |

  37. CONTINUING DIRECTORS

    Audit Matters Report of the Audit Committee Management is responsible for the Company’s system of internal control over financial reporting, the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States, and the financial reporting process, including management’s assessment of internal control over financial reporting ("ICFR"). The Company’s independent registered public accounting firm is responsible for performing an integrated independent audit of the Company’s consolidated financial statements and management reports on ICFR in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for issuing reports thereon. The Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management. The Audit Committee presently consists of four independent directors, all of whom are considered financially literate under NYSE rules. In fulfilling its oversight responsibilities with respect to the year ended December 31, 2025, the Audit Committee: •Approved the engagement and terms of service of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2025; •Reviewed with management and the Company’s independent registered public accounting firm, the interim financial information included in the Company’s Forms 10-Q prior to the Forms 10-Q being filed with the SEC, as well as the financial information in each quarterly earnings release; •Reviewed and discussed with the Company’s management (including internal audit) and the Company’s independent registered public accounting firm, the audited consolidated statements of financial position of the Company as of December 31, 2025 and 2024 and the related statements of income, comprehensive earnings, shareholders’ equity and cash flows for each of the three years ended December 31, 2025 including the related footnotes and financial statement schedule, and the related ICFR; •Discussed with the Company’s independent registered public accounting firm matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and •Received from the Company’s independent registered public accounting firm the written disclosures and the letter in accordance with the requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence, and discussed with such firm its independence from the Company. Based upon the review and discussions referred to previously, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company and subsidiaries be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC. The Audit Committee also reappointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026. Shareholders are being asked to ratify that selection at the Annual Meeting. In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America; and (ii) the reports of the Company’s independent registered public accounting firm with respect to such financial statements and related internal controls.

  38. General Compensation Objectives and Guidelines

    General Compensation Objectives and Guidelines The Company is engaged in a highly competitive industry. The success of the Company depends on our ability to attract and retain highly qualified and motivated executives. In order to accomplish this objective, we have endeavored to structure our executive compensation program in a fashion that gives our Human Capital Management and Compensation Committee the flexibility to take into account our operating performance and the individual performance of our executive officers. The Committee, with the assistance of its compensation consultant, used peer group benchmarking (as described under the heading titled “Peer Group Benchmarking Analysis” on page 47) to assess the comparability of the Company’s pay practices to confirm that the total compensation for the Company’s executive officers is competitive with marketplace practices. The Human Capital Management and Compensation Committee endorses the philosophy that executive compensation should reflect Company performance and the contribution of executive officers to that performance. Our compensation policy is designed to achieve three fundamental objectives: •attract and retain qualified executives; •motivate performance to achieve Company objectives; and •align the interests of our executives with the long-term interests of the Company’s shareholders. In pursuing our objectives, we strive to provide a balanced approach to compensation policies and practices which does not promote excessive risk-taking. The Human Capital Management and Compensation Committee recognizes that there are many intangibles involved in evaluating performance and in motivating performance, and that determining an appropriate compensation level is a highly subjective endeavor. Pursuant to our compensation philosophy, the total annual compensation of our executive officers is primarily made up of the following three elements: •base salary (fixed compensation), which is an important element to attract, retain and motivate our executives; •annual performance-based cash incentive compensation (variable compensation), which is valuable in recognizing and rewarding Company achievement; and •grants of equity-based awards such as restricted stock (variable compensation) and performance share units (variable compensation), which make our executives “think like owners” and, therefore, align their interests with those of our shareholders. In addition, we provide retirement compensation plans, group welfare benefits and certain perquisites. We believe that all elements of our executives’ total compensation provide highly motivational incentives that link the pay of our executives to the performance of our Company and enable us to attract and retain highly qualified and motivated executives in our very competitive market. Fiscal 2025 Named Executive Officer Compensation Details

  39. Compensation Elements

    | Core Compensation Element | Description | | Base Salary | Fixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance. | | Performance-Based Cash Incentive | Performance-based incentive cash compensation with target award amounts for each executive officer. Actual bonus amounts may be lower or higher than target based on the achievement of certain Company performance goals. | | Equity Incentive | Grants of stock-based awards in the form of time-lapsed restricted stock and performance share units. |

  40. 2025 Base Salary Adjustments

    Mr. Wilson's salary was increased from $400,000 to $600,000 in connection with his transition from Vice Chairman to Executive Chairman of the Board of Directors, and was based on the Human Capital Management and Compensation Committee's evaluation of his performance and the Committee's compensation consultant's benchmarking data. Mr. Gahlhoff, Mr. Krause and Ms. Chandler received merit increases to their base salaries of 5.3%, 4.8% and 4.1%, respectively, based on the Human Capital Management and Compensation Committee's evaluation of their performance and the Committee's compensation consultant's benchmarking data.

  41. Performance-Based Cash Incentive

    Performance-Based Cash Incentive In February 2025, the Human Capital Management and Compensation Committee approved the terms of the Rollins, Inc. 2025 Executive Bonus Plan for its named executive officers (the “Executive Bonus Plan”), which replaced the 2024 Executive Bonus Plan. Under the Executive Bonus Plan, the named executive officers have an opportunity to earn bonuses of up to a certain percent of each individual’s annual base salary upon the achievement of performance goals approved by the Human Capital Management and Compensation Committee. Such performance goals for the 2025 Executive Bonus Plan consisted of the following targeted financial measures: •EBITDA to plan; and •Revenue to plan. The performance goals are pre-established by the Human Capital Management and Compensation Committee for all named executive officers and measured annually. The terms of the Executive Bonus Plan allow adjustments by the Human Capital Management and Compensation Committee to performance results to include or exclude, as appropriate, the impact from significant business or product line acquisitions or sales and/or unusual or exceptional charges or revenue. We believe that the incentive-related provisions provide performance incentives that are beneficial to the Company and its shareholders by aligning pay with Company performance. The terms of the Executive Bonus Plan and related award opportunities are set subjectively by the Human Capital Management and Compensation Committee after consultation with management and the Committee’s compensation consultant. Mr. Rollins did not receive an award under the Executive Bonus Plan in 2025, due to his transition from Executive Chairman of the Board to Executive Chairman Emeritus. Set forth below is the 2025 target payout opportunity with respect to each of the performance measures, expressed as a percentage of annual base salary, for each of our named executive officers:

  42. Performance-Based Cash Incentive

    | Named Executive Officer | Target Bonus Opportunity for EBITDA Element | Target Bonus Opportunity for Revenues Element | Total Target Bonus Opportunity | | GARY W. ROLLINS | — | — | — | | JOHN F. WILSON | 50% | 25% | 75% | | JERRY E. GAHLHOFF, JR. | 90% | 60% | 150% | | KENNETH D. KRAUSE | 60% | 40% | 100% | | ELIZABETH B. CHANDLER | 45% | 30% | 75% |

  43. Performance-Based Cash Incentive

    For each of the two elements of the bonus, threshold performance – which requires achieving 95% of the performance goal under the Company’s plan – results in a payout equal to 75% of the target bonus opportunity. Performance that exceeds the Company’s plan targets allows the officer to receive payouts exceeding the target bonus opportunity, in an amount scaling up to 125% of the target bonus opportunity, if actual performance equals 105% or more of the performance goal under the Company’s plan. If threshold performance is not achieved for a financial performance measure, there is no payout for that measure. For further information regarding the range of bonus opportunities granted in 2025, see “Grants of Plan-Based Awards in 2025” on page 53. Performance that falls between the threshold, target, and maximum opportunities results in a proportionate payout.

  44. Equity-Based Awards

    Equity-Based Awards Pursuant to the terms of the Company’s 2018 Stock Incentive Plan, the Human Capital Management and Compensation Committee may grant stock options, stock appreciation rights and any other type of award valued by reference to (or otherwise based on) shares, including, without limitation, restricted stock, restricted stock units, performance accelerated restricted stock, performance stock and performance units. Equity-based awards are generally used by the Company as a tool to encourage retention and align the interest of our executives with those of our shareholders. Awards under the 2018 Stock Incentive Plan are purely discretionary and may or may not be granted in any given fiscal year. In 2025, the equity component of compensation for named executive officers (as well as certain other employees) continued to include grants of time-lapse restricted stock ("RSAs") and performance share units (“PSUs”), as in past years. The RSAs will vest pro rata over a three-year period. The PSUs will cliff vest after three years based upon the Company’s successful achievement of certain financial performance goals and feature a relative TSR component, as described in more detail below. This mix of equity is designed to continue providing alignment of our executive compensation program with the interests of our shareholders and link longer term compensation of our executives to longer term performance of the Company. Equity awards are discretionary and are generally granted to our named executive officers in the first quarter of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the Human Capital Management and Compensation Committee may approve grants to be effective at other times. Mr. Rollins did not receive an equity-based award in 2025, due to his transition from Executive Chairman of the Board to Executive Chairman Emeritus. The Company does not currently grant stock options to its employees. The Human Capital Management and Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Human Capital Management and Compensation Committee granted time-lapse restricted stock awards and performance share units to our named executive officers in 2025, as follows:

  45. Equity-Based Awards

    | Name | 2025 Grants of Time-Lapse Restricted Stock Awards | 2025 Grants of Performance Share Units(1) | Total 2025 Grants of Equity | | GARY W. ROLLINS | — | — | — | | JOHN F. WILSON | 11,750 | 4,500 | 16,250 | | JERRY E. GAHLHOFF, JR. | 85,750 | 32,250 | 118,000 | | KENNETH D. KRAUSE | 33,750 | 16,875 | 50,625 | | ELIZABETH B. CHANDLER | 14,250 | 8,625 | 22,875 |

  46. Equity-Based Awards

    (1)The number of PSUs shown in this column represents the total number of shares that would cliff vest assuming the Revenue CAGR and Adjusted EBITDA Margin goals are met at the target level, and the TSR would cliff vest at target level. The vesting conditions of the PSUs are described in more detail below under "Terms of PSUs." The amount of the aggregate stock-based awards to our named executive officers in any given year is subjective and is influenced by many factors, including consultation with management and compensation consultants. The amount of each grant to our named executive officers is influenced in part by the Human Capital Management and Compensation Committee’s assessment of each individual’s respective contributions to achievement of the Company’s long-term goals and objectives. In evaluating individual performance for these purposes, the Human Capital Management and Compensation Committee considers the overall contributions of executive management as a group and the Committee’s assessment of each individual’s relative contribution to that performance rather than specific aspects of each individual’s performance over a short-term period. It is our expectation to continue yearly grants of restricted stock awards and performance share units to selected executives, although we reserve the right to modify or discontinue this or any of our other compensation practices at any time. Terms of RSAs. Prior to January 2022, all of our time-lapse restricted stock awards had the same features and the shares vested one-fifth per year beginning on the second anniversary of the grant date. For awards of time-lapse restricted stock granted in 2022, the shares vest one-fifth per year beginning on the first anniversary of the grant date. For awards of time-lapse restricted stock granted in 2023, the shares vest one-fourth per year beginning on the first anniversary of the grant date. For awards of time-lapse restricted stock granted in 2024, 2025 and 2026, the shares will vest one-third per year beginning on the first anniversary of the grant date. Time-lapse restricted shares have full voting and dividend rights with dividends paid quarterly. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment or move to a lesser position for any reason prior to the vesting dates (other than due to death, disability or a change in control), the unvested shares will be forfeited unless the Human Capital Management and Compensation Committee decides otherwise. In the event of a “change in control” as determined by the Board, all unvested restricted shares shall vest immediately.

  47. Equity-Based Awards

    Terms of PSUs. PSUs will cliff vest and convert to shares of common stock at the end of a three-year performance period, if the performance and market targets are met and if the recipient has remained continuously employed by the Company through that date in a position of equivalent or greater responsibility, and subject to earlier vesting as provided under the CIC Agreements for officers who are party to them. However, the Human Capital Management and Compensation Committee has retained discretion for certain determinations, and whether targets are met under the PSUs will be determined by the Human Capital Management and Compensation Committee in its discretion. The targets are difficult but achievable, and it is even more challenging to obtain the maximum level. The 2025 PSUs are composed of 3 components, as described below. 1.Revenue CAGR component. Payout of this component at the threshold, target and maximum levels requires that the Company achieve 3-year revenue CAGR (compound annual growth rate) in its revenues within a table set forth in the award agreement. 3-year revenue CAGR (expressed as a percentage) is calculated by first dividing revenue for fiscal year 2027 by revenue for fiscal year 2024, then raising that quotient to the power of 1/3, and then subtracting 1. 2.Adjusted EBITDA Margin component. Payout of this component at the threshold, target and maximum levels requires that the Company achieve an aggregate adjusted EBITDA margin for the 3 fiscal years 2025, 2026, and 2027, within the table set forth in the award agreement. Adjusted EBITDA for this purpose is as defined in the Company’s SEC filings for the relevant periods. 3-year aggregate adjusted EBITDA margin is calculated by dividing the sum of the 3 fiscal years' adjusted EBITDA by the sum of the corresponding 3 fiscal years Revenues. A reconciliation of 2025 adjusted EBITDA and adjusted EBITDA margin to our 2025 and 2024 GAAP net income is set forth in our Form 10-K for fiscal year ended December 31, 2025, as well as in Appendix A of this proxy statement. 3.TSR component. Payout of this component occurs at the threshold, target and maximum levels if the Company’s 3-year Total Shareholder Return (“TSR”) for fiscal years 2025-2027, compared to the 500 companies that make up the S&P 500 on the first day of the three year plan (“3-year Relative TSR”), falls within the table set forth in the award agreement. TSR is calculated as the profit or loss from net share price change over the period, including reinvestment of dividends. The table below shows the number of shares that would be earned under each component for each NEO assuming target-level performance.

  48. Target Level Payouts (in Shares) of 2025 PSUs by Component

    Target Level Payouts (in Shares) of 2025 PSUs by Component

  49. Target Level Payouts (in Shares) of 2025 PSUs by Component

    | Name | Revenue CAGR | Adjusted EBITDA Margin | TSR | Total | | GARY W. ROLLINS | — | — | — | — | | JOHN F. WILSON | 1,500 | 1,500 | 1,500 | 4,500 | | JERRY E. GAHLHOFF, JR. | 10,750 | 10,750 | 10,750 | 32,250 | | KENNETH D. KRAUSE | 5,625 | 5,625 | 5,625 | 16,875 | | ELIZABETH B. CHANDLER | 2,875 | 2,875 | 2,875 | 8,625 |

  50. Target Level Payouts (in Shares) of 2025 PSUs by Component

    Termination of Employment. Except in the case of death or disability, and except as provided to the contrary in the CIC Agreements which are described below (for those officers who are party to them). PSUs are forfeited in their entirety if the recipient’s employment with the Company terminates for any reason prior to February 20, 2028. However, if termination of employment is due to death or disability, then the Revenue CAGR and the Adjusted EBITDA Margin components (but not the TSR component) will vest and shares will be paid at target level, whether the performance goals are met or not, and without regard to the level at which such performance goals may be met. Dividend Equivalents; No Voting Rights. PSU awards also include the right to “Dividend Equivalents” with respect to the underlying shares. Dividend equivalents are accrued over the performance period, in shares, based upon target payout level, subject to a true-up at the end of the three year cycle. Accrued Dividend Equivalents will be paid out upon vesting of the PSUs, but no such Dividend Equivalents will be payable to the extent the awards fail to vest or are forfeited, or the performance goals are not met. PSUs confer no voting rights with respect to the underlying shares prior to vesting and payout. The 2024 PSUs, which remain outstanding and are included in the "Outstanding Equity Awards at Fiscal Year-End" table below, have substantially the same terms as the 2025 PSUs, other than the share levels and performance targets.

  51. Target Level Payouts (in Shares) of 2025 PSUs by Component

    | 2026 Proxy Statement | | 43 |

  52. 2023 PSU Award Performance Period Results

    2023 PSU Award Performance Period Results The fiscal 2023-2025 performance share awards granted in February 2023 provide for the issuance of shares of our common stock at the end of a three-year period based on the achievement of the Company's revenue CAGR in its revenues, adjusted EBITDA margin, and TSR goals over that period, as follows:

  53. 2023 PSU Award Performance Period Results

    | | Threshold | Target | Maximum | Threshold Payout | Target Payout | Maximum Payout | | Revenue CAGR | 5% | 7-7.9 % | 10% | 20% | 100% | 200% | | Adjusted EBITDA | 19% | 21.0-21.9 % | 24% | 20% | 100% | 200% | | TSR | 50% | 65-74.9 % | 75% | 80% | 100% | 200% |

  54. 2023 PSU Award Performance Period Results

    The performance period for the 2023 performance share awards ended on December 31, 2025. Over the three year period, the Company achieved an average of 11.7% CAGR, averaged an adjusted EBITDA margin of 22.6%, and the Company's TSR relative to the S&P 500 was 66%. The Adjusted EBITDA used in the margin calculation for each of the years 2023, 2024, and 2025 was calculated in the same manner described in our Annual Reports on Form 10-K for each of those years; a reconciliation of Adjusted EBITDA to GAAP net income is included in each such 10-K. The NEO's earned the following shares under the award:

  55. 2023 PSU Award Performance Period Results

    | Name | Target Fair Value at Date of Grant (2/16/2023)($) | Shares Earned Upon Certification of Performance Following the Performance Period | Value of Earned Shares at End of Performance Period (12/31/2025)($) | | GARY W. ROLLINS | 802,950 | 33,000 | 1,980,660 | | JOHN F. WILSON | 147,208 | 6,050 | 363,121 | | JERRY E. GAHLHOFF, JR. | 1,294,140 | 53,186 | 3,192,224 | | KENNETH D. KRAUSE | 519,241 | 21,340 | 1,280,827 | | ELIZABETH B. CHANDLER | 148,598 | 6,106 | 366,482 |

  56. 2023 PSU Award Performance Period Results

    Other Compensation

  57. Executive Employment Arrangements

    Executive Employment Arrangements The initial terms and conditions of employment for certain of our named executive officers are set forth in written employment offer letters. Also, on February 11, 2025, the Human Capital Management and Compensation Committee approved Change-in-Control Severance and Restrictive Covenant Agreements (the "CIC Agreements") with each of Jerry E. Gahlhoff, Jr., Kenneth D. Krause, Elizabeth B. Chandler and Thomas D. Tesh. The CIC Agreements are designed to provide for stability and continuity of management in the event of any actual or threatened change in control, encourage executive officers to remain in service after a change in control and ensure that executive officers are able to devote their entire attention to maximizing shareholder value in the event of a change in control. In order to receive benefits under the CIC Agreement, the executive officer is required to comply with certain restrictive covenants, which further protects the Company’s interests. The Agreements supersede other outstanding agreements to the extent relevant, and they may not be modified without a written agreement that is signed by the executive officer as well as the Company. Each CIC Agreement provides that: •In the event of a termination of the executive officer’s employment by the Company without “cause” or by the executive for “good reason”, in either case within twenty-four (24) months following a “change in control,” as such terms are defined in the agreement, the executive officer will be eligible to receive the following benefits, subject to his or her execution and non-revocation of a release of claims and compliance with the restrictive covenants outlined below: –a lump sum cash severance payment equal to a multiple of the executive officer’s base salary and target cash bonus (3x for Mr. Gahlhoff, Jr.; 2x for Mr. Krause; and 1.5x for Ms. Chandler and Mr. Tesh), –a pro-rated bonus payment for the year of termination, –payment of employer-portion of health plan premium for 18 months, and –vesting of PSUs based on assumed achievement of target level of performance. •The executive officer will be subject to certain restrictive covenants following his or her termination of employment for any reason, including: –restrictions on the disclosure and use of confidential information, –2-year post-employment non-competition covenant, –2-year post-employment non-solicitation of protected customers covenant, –2-year post-employment non-recruitment of employees and independent contractors covenant, and –a non-disparagement obligation. The Company also entered into an indemnification agreement with each of its directors, Mr. Krause, Ms. Chandler and Mr. Tesh, each of which provides that: •In general, the Company will, to the extent permitted by applicable law and subject to certain limitations, indemnify the executive officer or director against all costs, expenses, liabilities and losses actually and reasonably incurred or suffered in the defense or settlement of, or otherwise in connection with any threatened, pending or completed civil, criminal, administrative, or investigative action, suit, arbitration or proceeding or any inquiry or investigation the defense or settlement of any civil, criminal, administrative, or investigative action, suit, or proceeding to which he or she is or may become a party or a witness or other participant based upon, arising from, relating to, or by reason of the fact that he or she is, was, shall be, or shall have been a director and/or officer of the Company or is or was serving, shall serve, or shall have served at the request of the Company as a director, officer, partner, trustee, employee, or agent. •The indemnification agreement does not exclude any other rights to indemnification or advancement of expenses to which the executive officer or director may be entitled, including any rights arising under the Company’s articles, by-laws, law, agreement, policy of insurance or similar protection, or vote of shareholders or directors.

  58. Peer Group Benchmarking Analysis

    Peer Group Benchmarking Analysis As part of its executive compensation review for 2025, the Human Capital Management and Compensation Committee asked Mercer to update the peer group that serves as a primary comparator group for assessing the competitiveness of the Company’s executive compensation. As part of this process, Mercer recommended a peer group comprised of 17 companies, with each peer having revenue between approximately 1/3 to 2.5 times the Company’s revenue. The appropriateness of the peer group was based on the industry, size, organizational type, and comparability of business complexity. The Peer Group companies generally had a majority of operations in the environmental and facilities services industry, and variations in their revenues, assets and market capitalization versus the Company were considered when the group was selected. Where possible, each company position was compared to industry data using functional counterparts or executives with similar roles at the peer companies, as well as compensation data disclosed in proxy statements filed in 2025. The Human Capital Management and Compensation Committee considered the peer group benchmarking analysis provided by Mercer comparing the compensation components of salary, annual incentives, long-term incentives, and total compensation of the Company’s Chief Executive Officer and other executive officers relative to pay programs of the selected peer group. The peer group is used as a reference point, but compensation paid at other companies is only one factor in the decision-making process. The Human Capital Management and Compensation Committee believes the Company’s executive compensation program is fair, competitive with marketplace practices and effective in enhancing shareholder value. The following companies were included in the Peer Group for 2025:

  59. Peer Group Benchmarking Analysis

    | Company Name | Industry | | ABM Industries Incorporated | Environmental and Facilities Services | | ADT | Specialized Consumer Services | | Brightview Holdings, Inc. | Environmental and Facilities Services | | The Brink's Company | Security and Alarm Services | | Casella Waste Systems, Inc. | Environmental and Facilities Services | | Clean Harbors, Inc. | Environmental and Facilities Services | | Comfort Systems USA, Inc. | Construction and Engineering | | Frontdoor, Inc. | Specialized Consumer Services | | Iron Mountain Incorporated | Other Specialized REITs | | Lennox International Inc. | Building Products | | Masco Corporation | Building Products | | The Scotts Miracle-Gro Company | Fertilizers and Agricultural Chemicals | | Service Corporation International | Specialized Consumer Services | | Tetra Tech | Environmental and Facilities Services | | Unifirst Corporation | Diversified Support Services | | Veralto Corporation | Environmental and Facilities Services | | Waste Connections, Inc. | Environmental and Facilities Services |

  60. Peer Group Benchmarking Analysis

    | 2026 Proxy Statement | | 47 |

  61. Peer Group Benchmarking Analysis

    The table below sets forth for this peer group and Rollins' information regarding revenue based on the trailing four quarters from Q4 2024 though Q4 2025; market capitalization as of December 31, 2025; EBITDA and EBITDA Margin based on the most recently reported 12-months for each company as of December 31, 2025; and employee headcount based on each company's most recent fiscal year end as of December 31, 2025; in each case derived from data as reported in CapIQ.

  62. Peer Group Benchmarking Analysis

    | | Revenue ($ in millions) | Market Cap ($ in millions) | EBITDA ($ in millions) | EBITDA Margin (%) | Employees (#) | | 75th percentile | 7,118 | 20,775 | 1,401 | 26 | 24,427 | | Median | 5,146 | 8,748 | 1,100 | 19 | 18,300 | | 25th percentile | 3,045 | 3,824 | 450 | 15 | 13,500 | | Rollins | 3,680 | 28,879 | 843 | 23 | 20,265 | | Rollins percentile rank | 30% | 86% | 45% | 65% | 59% |

  63. Peer Group Benchmarking Analysis

    Policies Regarding Stock Ownership by Executive Officers

  64. Respectfully submitted by the Human Capital Management and Compensation Committee of the Board of Directors

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Equity Awards ($)(1) | | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | | | | | RSA | PSU | | | | | GARY W. ROLLINS | 2025 | 1,449,000 | — | — | — | — | 624,393 | 2,073,393 | | Executive Chairman Emeritus | 2024 | 1,449,000 | — | 2,170,350 | 1,058,166 | 1,669,972 | 598,719 | 6,946,207 | | | 2023 | 1,449,000 | — | 1,628,100 | 802,915 | 2,148,142 | 545,489 | 6,573,646 | | JOHN F. WILSON | 2025 | 600,000 | — | 603,128 | 240,990 | 457,500 | 47,756 | 1,949,374 | | Executive Chairman of the Board | 2024 | 400,000 | — | 899,253 | 149,038 | 275,000 | 32,707 | 1,755,998 | | | 2023 | 400,000 | — | 298,485 | 147,173 | 355,000 | 38,163 | 1,238,821 | | JERRY E. GAHLHOFF, JR. | 2025 | 1,100,000 | — | 4,401,548 | 1,727,095 | 1,683,000 | 55,227 | 8,966,870 | | President and Chief Executive Officer | 2024 | 1,045,000 | — | 4,176,900 | 1,520,183 | 1,457,775 | 36,891 | 8,236,749 | | | 2023 | 1,000,000 | — | 2,623,955 | 1,294,070 | 1,785,000 | 40,864 | 6,743,889 | | KENNETH D. KRAUSE | 2025 | 765,000 | — | 1,732,388 | 903,713 | 780,300 | 49,707 | 4,231,108 | | Executive Vice President and Chief Financial Officer | 2024 | 730,000 | — | 1,463,963 | 804,803 | 678,900 | 33,819 | 3,711,485 | | | 2023 | 702,000 | — | 1,052,838 | 519,206 | 835,380 | 228,470 | 3,337,894 | | ELIZABETH B. CHANDLER | 2025 | 578,000 | — | 731,453 | 461,898 | 442,170 | 44,720 | 2,258,241 | | Chief Legal Officer, General Counsel and Corporate Secretary | 2024 | 555,000 | — | 552,825 | 208,653 | 387,113 | 33,413 | 1,737,004 | | | 2023 | 538,200 | — | 301,199 | 148,528 | 480,344 | 36,019 | 1,504,290 |

  65. Respectfully submitted by the Human Capital Management and Compensation Committee of the Board of Directors

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(5) ($) | Adjusted EBITDA(6) ($) | | | | | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | | | | 2025 | 8,966,870 | 15,266,101 | 2,628,029 | 5,106,250 | 163 | 190 | 526,705,000 | 855,144,000 | | 2024 | 8,236,749 | 9,377,145 | 3,537,674 | 4,129,987 | 125 | 189 | 466,379,000 | 771,493,000 | | 2023 | 6,743,889 | 9,226,265 | 3,163,663 | 4,851,471 | 116 | 160 | 434,957,000 | 691,322,000 | | 2022 | 7,760,204 | 9,213,035 | 2,629,526 | 2,960,216 | 96 | 125 | 368,599,000 | 584,714,000 | | 2021 | 8,393,601 | 6,163,785 | 2,220,844 | 905,146 | 89 | 132 | 356,565,000 | 546,356,000 |

  66. Compensation Actually Paid Versus TSR

    Compensation Actually Paid Versus TSR

  67. Compensation Actually Paid Versus TSR

    | ¢ | Compensation Actually Paid to PEO | ¢ | Average Compensation Actually Paid to Non-PEO NEOs | | — | Total Shareholder Return | – – | Peer Group Total Shareholder Return |

  68. Compensation Actually Paid Versus TSR

    | 66 | | 2026 Proxy Statement |

  69. Compensation Actually Paid Versus TSR

    | Compensation Actually Paid Versus Net Income |

  70. Compensation Actually Paid Versus TSR

    | ¢ | Compensation Actually Paid to PEO | ¢ | Average Compensation Actually Paid to Non-PEO NEOs | — | Net Income |

  71. Compensation Actually Paid Versus TSR

    | Compensation Actually Paid Versus Adjusted EBITDA |

  72. Compensation Actually Paid Versus TSR

    | ¢ | Compensation Actually Paid to PEO | ¢ | Average Compensation Actually Paid to Non-PEO NEOs | — | Adjusted EBITDA |

  73. Compensation Actually Paid Versus TSR

    | 2026 Proxy Statement | | 67 |

  74. Compensation Actually Paid Versus TSR

    Pay Versus Performance Tabular List The following table lists (in no specific order) the most important financial performance measures used by the Company to link compensation actually paid to our NEOs in 2025 to the performance of the Company.

  75. Compensation Actually Paid Versus TSR

    | Revenue | | Stock Price | | EBITDA | | Adjusted EBITDA |

  76. Compensation Actually Paid Versus TSR

    | 68 | | 2026 Proxy Statement |

  77. Compensation Actually Paid Versus TSR

    Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Our employees prepare these reports for our directors and executive officers who request them on the basis of information obtained from them and from our records. Based on information available to us during fiscal year 2025, and representations made to us by the reporting persons, we believe that all reports were made in a timely manner other than one Form 4 for John F. Wilson, which was filed late on January 08, 2026 due to an administrative error.

  78. Compensation Actually Paid Versus TSR

    | 2026 Proxy Statement | | 69 |

  79. Compensation Actually Paid Versus TSR

    The following table sets forth information relating to the beneficial ownership of our common stock as of March 2, 2026, except to the extent indicated otherwise in the footnotes, by: •Each of our named executive officers; •Each of our directors and director nominees; •All of our current executive officers, directors and director nominees as a group; and •Each beneficial owner of more than 5% of our common stock. The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Unless otherwise indicated, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all securities that they beneficially own, subject to community property laws where applicable. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o of Rollins, Inc., 2170 Piedmont Road, NE Atlanta, Georgia. The information provided in the table below is based on our records, information filed with the SEC, on which we are relying pursuant to applicable SEC regulations, and information provided to us.

  80. Compensation Actually Paid Versus TSR

    | Name and Address of Beneficial Owner | Amount Beneficially Owned(1) | Percent of Outstanding Shares | | 5% Shareholders: | | | | The Significant Shareholder Group | 182,500,786(2)(3)(4)(5)(8)(13) | 37.86% | | Gary W. Rollins Voting Trust U/A dated September 14, 1994 | 160,238,857(3) | 33.25% | | R. Randall Rollins Voting Trust U/A dated August 25, 1994 | 160,238,857(4) | 33.25% | | LOR, Inc. | 152,209,875(5) | 31.58% | | The Vanguard Group | 38,277,366(6) | 7.94% | | Blackrock, Inc. | 28,515,437(7) | 5.92% | | Named Executive Officers: | | | | GARY W. ROLLINS | 15,513,544(8) | 3.22% | | JERRY E. GAHLHOFF, JR. | 398,294(9) | ** | | KENNETH D. KRAUSE | 139,825(10) | ** | | JOHN F. WILSON | 606,598(11) | ** | | ELIZABETH B. CHANDLER | 55,977(12) | ** |

  81. Compensation Actually Paid Versus TSR

    | 70 | | 2026 Proxy Statement |

  82. Compensation Actually Paid Versus TSR

    | Name and Address of Beneficial Owner | Amount Beneficially Owned(1) | Percent of Outstanding Shares | | Directors and Director Nominees: | | | | SUSAN R. BELL | 8,782 | ** | | DONALD P. CARSON | 8,632 | ** | | PAUL D. DONAHUE | 2,695 | ** | | PATRICK J. GUNNING | 8,632 | ** | | P. RUSSELL HARDIN | 12,850 | ** | | DALE E. JONES | 4,923 | ** | | GREGORY B. MORRISON | 8,632 | ** | | PAMELA R. ROLLINS | 5,481,251(13) | 1.14% | | TIMOTHY C. ROLLINS | 5,541,187(14) | | | LOUISE S. SAMS | 8,632 | ** | | All Directors, Director Nominees and Executive Officers as a group (15 persons) | 27,800,454(15) | 5.77% |

  83. Compensation Actually Paid Versus TSR

    (1)Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power. (2)The Significant Shareholder Group consists of Gary W. Rollins, Amy R. Kreisler, Pamela R. Rollins and Timothy C. Rollins, and certain companies under their control. Includes the following shares with respect to Amy R. Kreisler: a) 4,781,474 shares of Common Stock held in a charitable trust of which she is a co-trustee and the Executive Director, (b) 94,053 shares held by the 2002 Amy R. Kreisler Trust, as to which she currently has the power to designate the members of the Investment Committee of the trustee, (c) 64,869 shares of Common Stock held in two family trusts of which she is the sole trustee, and (d) 58,762 shares held by seven trusts befitting the grandchildren and more remote descendants of her deceased father, R. Randall Rollins (Ms. Kreisler is a trustee of each such trust). Also includes 49,279 shares held by her spouse. Shares beneficially owned by more than one person have only been included once. The address for Amy R. Kreisler is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (3)The amount shown includes the following shares of Company Common Stock (a) 145,284,066 shares held by LOR, Inc., a Georgia corporation (the Gary W. Rollins Voting Trust has a 50% voting interest in LOR, Inc.); (b) 8,028,982 shares held by Rollins Holding Company, Inc., a Georgia corporation (the Gary W. Rollins Voting Trust has a 50% voting interest in Rollins Holding Company, Inc.); (c) 2,235,811 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (d) 744,963 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC); and (e) 3,945,035 shares held by RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. The address for the Gary W. Rollins Voting Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (4)The amount shown includes the following shares of Company Common Stock (a) 145,284,066 shares held by LOR, Inc., a Georgia corporation (the R. Randall Rollins Voting Trust has a 50% voting interest in LOR, Inc.); (b) 8,028,982 shares held by Rollins Holding Company, Inc., a Georgia corporation (the R. Randall Rollins Voting Trust has a 50% voting interest in Rollins Holding Company, Inc.); (c) 2,235,811 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (d) 744,963 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC); and (e) 3,945,035 shares held by RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. The address for the R. Randall Rollins Voting Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (5)The amount shown includes the following shares of Company Common Stock (a) 2,235,811 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (b) 744,963 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC); and (c) 3,945,035 shares held by RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. The address for LOR, Inc. is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. (6)Based upon information contained in a report on Schedule 13G/A filed with the SEC on January 30, 2026, an aggregate of 38,277,366 shares of Company Common Stock are beneficially owned by The Vanguard Group’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts. The Vanguard Group has shared power to vote or direct to vote 2,939,126 shares, sole power to dispose of or to direct the disposition of 0 shares, and shared power to dispose or to direct the disposition of 38,277,366 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. (7)Based upon information contained in a report on Schedule 13G/A filed with the SEC on January 29, 2024 by Blackrock, Inc. (“Blackrock”), Blackrock beneficially owns an aggregate of 28,515,437 shares of Company Common Stock, as to which Blackrock has sole power to vote or direct to vote, 26,967,274 shares and sole power to dispose of or to direct the disposition of 28,515,437 shares. BlackRock also reported that it was filing as the parent holding company or control person of certain subsidiaries listed in an exhibit to the Schedule 13G/A. The address for Blackrock is 50 Hudson Yards, New York, New York 10001.

  84. Compensation Actually Paid Versus TSR

    | 2026 Proxy Statement | | 71 |

  85. Compensation Actually Paid Versus TSR

    (8)The amount shown for Mr. Rollins includes (a) 5,317,872 shares of Company Common Stock held directly by Mr. Rollins (76,952 shares of these are restricted stock awards for Company Common Stock); (b) 609 shares of Company Common Stock in the Company’s Dividend Reinvestment Plan; (c) 22,316 shares of Company Common Stock held in the Rollins 401(k) Savings Plan; (d) 7,513,323 shares held in a charitable trust of which he is a co-trustee and as to which he shares voting and investment power; (e) 2,634,052 shares held by nine trusts (the “Rollins Family Trusts”) for the benefit of the surviving spouse, children and/or more remote descendants of his deceased brother, R. Randall Rollins. (The trustee of each of the Rollins Family Trusts is a corporation over which Gary W. Rollins has the ability to assert control within sixty days.) Also, this amount includes 25,372 shares held by Mr. Rollins’ wife. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. (9)The amount shown for Mr. Gahlhoff includes 199,375 shares of restricted stock awards for Company Common Stock and 1,618 shares of Company Common Stock held in the Rollins 401(k) Savings Plan. (10)The amount shown for Mr. Krause includes 71,066 shares of restricted stock awards for Company Common Stock and 832 shares of Company Common Stock in the Company's Dividend Reinvestment plan. (11)The amount shown for Mr. Wilson includes 54,219 shares of restricted stock awards for Company Common Stock and 299 shares of Company Common Stock in the Company’s Dividend Reinvestment plan. (12)The amount shown for Ms. Chandler includes 55,977 shares of restricted stock awards for Company Common Stock. (13)The amount shown for Ms. Rollins includes (a) 477,571 shares of Company Common Stock held directly by Ms. Rollins, (b) 94,053 shares held by the 2002 Pamela R. Rollins Trust, as to which Ms. Rollins currently has the power to designate the members of the Investment Committee of the trustee, and (c) 128,153 shares held by nine family trusts which are trusts benefiting the grandchildren and more remote descendants of her deceased father, R. Randall Rollins (Ms. Rollins is a trustee of each such trust). Also, this amount includes 4,781,474 shares of Company Common Stock held by a charitable trust of which Ms. Rollins is co-trustee. Ms. Rollins disclaims any financial or pecuniary interest in these holdings. (14)The amount shown for Mr. Rollins includes (a) 4,781,474shares of Common Stock held in a charitable trust of which he is a co-trustee, (b) 124,214 shares of Common Stock held by his spouse, (c) 94,053 shares held by the 2002 Timothy C. Rollins Trust, as to which he currently has the power to designate the members of the Investment Committee of the trustee, (d) 45,821 shares held of record by a minor child under a Uniform Transfers to Minors Act account, over which he possesses voting and dispositive power as custodian of the account, and (e) 112,815 shares held by seven family trusts which are trusts benefiting the grandchildren and more remote descendants of his deceased father, R. Randall Rollins (Mr. Rollins is a trustee of each such trust) . Mr. Rollins disclaims any financial or pecuniary interest in these holdings. (15)Shares held in trusts as to which more than one director are co-trustees or entities in which there is common stock ownership have been included only once. **Represents beneficial ownership of less than 1% of the Company’s outstanding common stock.

  86. Compensation Actually Paid Versus TSR

    | 72 | | 2026 Proxy Statement |

  87. Compensation Actually Paid Versus TSR

    Certain Relationships and Related Party Transactions The Significant Shareholder Group controls approximately 38 percent of the Company’s voting power. The Significant Shareholder Group also controls in excess of 50 percent of the voting power of RPC, Inc. and Marine Products, Inc. The following of the Company’s directors and director nominees are also directors of RPC, Inc. and Marine Products Corporation: Ms. Bell, and Messrs. Gunning, T. Rollins, and Wilson. Related party transactions, as defined in Regulation S-K, Item 404(a), must be reviewed and approved in advance by our Nominating and Corporate Governance Committee. As set forth in the charter of our Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee has the authority and responsibility to approve all related party transactions, including material amendments that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Nominating and Corporate Governance Committee also has the authority to hire legal, accounting, financial or other advisors, as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the charter of the Nominating and Corporate Governance Committee is available at our website www.rollins.com under the heading “Investors – Corporate Governance – Board Committees.” Aircraft and Administrative Arrangements In August 2023, GWRG450, LLC (“GWR LLC”), a company wholly-owned by Gary W. Rollins, purchased a Gulfstream 450 aircraft (the “G450”). In connection with the G450 purchase, the Company entered a lease arrangement with GWR LLC to lease the G450 for corporate purposes from time to time. That lease arrangement was superseded and replaced effective January 1, 2024 with a Non-Exclusive Part 91 (Dry) Aircraft Lease Agreement between the Company and GWR, LLC (the “Dry Lease”). Pursuant to the Dry Lease, the Company has access to the aircraft for business purposes. The Company pays GWR, LLC an hourly flight rent with a minimum charge per use of $15,000 per round trip with a minimum annual rental commitment of $300,000. In addition, as consideration for access to the aircraft, the Company pays $300,000 of its annual maintenance charges, a portion of costs for the maintenance contractor and the state and local sales tax on the rental payments. The Dry Lease term ended on June 30, 2025 but auto-extended per its terms unless sooner terminated. The Company paid $0.7 million to GWR LLC for the year ended December 31, 2025 pursuant to the Dry Lease. Pursuant to a Pilot Sharing Agreement (the “Pilot Sharing Agreement”), amended September 30, 2024, among the Company, LOR, and Mr. Gary W. Rollins ("GWR"): (1) the Company agrees to provide pilot services and training to LOR and GWR to operate aircraft they own directly or indirectly, (2) LOR agrees to reimburse the Company for 50% of the pilot services and training, and (3) LOR agrees to reimburse the Company for the pilot expenses for the LOR aircraft. Charges to LOR under the Pilot Sharing Agreement totaled $0.4 million for the year ended December 31, 2025. Pursuant to the Administrative Services Agreement (the “Administrative Services Agreement”) among the Company, LOR and GWR LLC, the Company provides certain services to LOR and GWR LLC. Among other fees, LOR and GWR LLC each agree to pay for a third of all aircraft hanger related expenses, and LOR agrees to pay a hut rental fee. The Company also provides accounting services and accounts payable services related to all aviation activities and employs or contracts for pilots for all such aircraft. Charges to LOR and GWR LLC for rent and administrative services totaled $2.3 million for the year ended December 31, 2025. The foregoing aircraft and administrative services arrangements were previously approved by the Company’s Nominating and Corporate Governance Committee in accordance with its Related Party Transactions policy. Related Party Franchise Agreement On each of December 1, 2019 and October 1, 2024, Orkin Systems, LLC, a subsidiary of the Company, entered into a franchise agreement with John Wilson IV, son of John F. Wilson, the Company’s Executive Chairman of the Board. The Company received royalty fees of approximately $0.5 million for 2025 paid to Orkin Systems, LLC in accordance with the franchise agreements. The Company's Nominating and Corporate Governance Committee approved the agreements in accordance with its Related Party Transactions policy.

  88. Compensation Actually Paid Versus TSR

    | 2026 Proxy Statement | | 73 |

  89. Compensation Actually Paid Versus TSR

    Certain Relationships and Related Party Transactions 2025 Secondary Offering On November 10, 2025, the Company entered into an underwriting agreement (the “2025 Underwriting Agreement”) with LOR, Inc. (“LOR”) and Rollins Holding Company, Inc. (together with LOR, the “Selling Stockholders”), and Morgan Stanley & Co. LLC, as sole underwriter (the “Underwriter”), relating to the sale by the Selling Stockholders of 17,391,305 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at a public offering price of $57.50 per share (the “2025 Offering”). In connection with the 2025 Offering, the Selling Stockholders granted the Underwriter an option to purchase up to an additional 2,608,695 shares of Common Stock (the “2025 Optional Shares”). The 2025 Offering, including the sale of the 2025 Optional Shares, closed on November 12, 2025. The Company did not sell any shares in the 2025 Offering and did not receive any proceeds from the 2025 Offering. In addition, the Company completed the repurchase of 3,478,260 of the shares of Common Stock offered in the 2025 Offering for approximately $200 million at the same per share price paid by the Underwriter to the Selling Stockholders in the 2025 Offering, or $56.93 per share. In connection with the 2025 Offering, each of the Selling Stockholders entered into lock-up agreements for a period of 365 days from the pricing date of the 2025 Offering, during which time the Selling Stockholders will be restricted from engaging in certain transactions with respect to their shares of the Company’s common stock. The 2025 Offering was made pursuant to the Company’s existing registration statement on Form S-3, previously filed with the SEC and declared effective by the SEC on June 22, 2023, as supplemented by the prospectus supplement dated November 10, 2025, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The 2025 Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Shareholders and also provides for customary indemnification by each of the Company, the Selling Shareholders and the Underwriter against certain liabilities. The foregoing description of the 2025 Underwriting Agreement is not meant to be a complete description and is qualified in its entirety by the 2025 Underwriting Agreement. Registration Rights Agreement On June 5, 2023, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with LOR, and LOR paid $1.5 million to the Company and upon closing the first secondary offering in 2023, LOR paid $3.5 million to the Company pursuant to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company will pay all costs, fees and expenses incident to the Company’s performance or compliance with the Registration Rights Agreement with respect to a total of five requested offerings, and thereafter, LOR will be responsible for all such expenses in connection with any subsequent offering. There have been two requested offerings – the secondary offering in 2023 and the 2025 Offering discussed above.

  90. Compensation Actually Paid Versus TSR

    | 74 | | 2026 Proxy Statement |

  91. Compensation Actually Paid Versus TSR

    Shareholder Proposals Appropriate proposals of shareholders intended to be presented at the Company’s 2027 Annual Meeting of the Shareholders must be received by the Company by November 17, 2026, in order to be included, pursuant to Rule 14a-8 promulgated under the Exchange Act in the proxy statement and form of proxy relating to that meeting. With regard to such shareholder proposals, if the date of the next annual meeting of shareholders is advanced or delayed more than 30 calendar days from the first anniversary of this year’s annual meeting, the Company will, in a timely manner, inform its shareholders of the change and of the date by which such proposals must be received. Shareholders desiring to present business at the 2027 Annual Meeting of Shareholders outside of the shareholder proposal rules of Rule 14a-8 of the Exchange Act and instead pursuant to the Twenty-Seventh Article of the Company’s Amended and Restated By-Laws must prepare a written notice regarding such proposal addressed to Secretary, Rollins, Inc., 2170 Piedmont Road, NE, Atlanta, Georgia 30324, which must be delivered to or mailed and received at the aforementioned address no later than January 28, 2027, and no earlier than December 19, 2026. Shareholders should consult the Amended and Restated By-Laws for other specific requirements related to such notice and proposed business. With respect to shareholder nomination of directors, the Company’s Amended and Restated By-Laws provide that nominations for the election of directors may be made by any shareholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires with respect to nominations for directors for election at an annual meeting, that written notice be addressed to: Secretary, Rollins, Inc., 2170 Piedmont Road, NE, Atlanta, Georgia 30324, and be received not less than 90 nor more than 130 days prior to the anniversary of the prior year’s annual meeting and set forth, among other requirements specified in the Amended and Restated By-Laws, the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other specific requirements related to such notice, including required disclosures concerning the shareholder intending to present the nomination, are set forth in the Company’s Amended and Restated By-Laws. Notices of nominations must be received by the Secretary of the Company no later than January 28, 2027, and no earlier than December 19, 2026, with respect to directors to be elected at the 2027 Annual Meeting of Shareholders.

  92. Compensation Actually Paid Versus TSR

    | 2026 Proxy Statement | | 75 |

  93. Compensation Actually Paid Versus TSR

    Expenses of Solicitation The Company will bear the solicitation cost of proxies. Upon request, the Company will reimburse brokers, dealers and banks, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy materials to their beneficial shareholders of record. Proxies also may be solicited in person or by telephone, facsimile or other means by our directors, officers and regular employees. These individuals will receive no additional compensation for these services. The Company has retained Alliance Advisors to provide proxy solicitation services for a fee of $12,500 plus reasonable out-of-pocket expenses.

  94. Compensation Actually Paid Versus TSR

    | 76 | | 2026 Proxy Statement |

  95. Compensation Actually Paid Versus TSR

    Annual Report Our Annual Report for the year ended December 31, 2025, is being provided to you with this Proxy Statement. The Annual Report includes our 2025 Form 10-K (without exhibits). The Annual Report is not considered proxy-soliciting material.

  96. Compensation Actually Paid Versus TSR

    | 2026 Proxy Statement | | 77 |

  97. Compensation Actually Paid Versus TSR

    Form 10-K On written request of any record or beneficial shareholder, we will provide, free of charge, a copy of our 2025 Annual Report, which includes the consolidated financial statements, without exhibits. Requests should be made in writing and addressed to: Kenneth Krause, Executive Vice President and Chief Financial Officer, Rollins, Inc., 2170 Piedmont Road, NE, Atlanta, Georgia 30324. We will charge reasonable out-of-pocket expenses for the reproduction of exhibits to our 2025 Form 10-K should a shareholder request copies of such exhibits.

  98. Compensation Actually Paid Versus TSR

    | 78 | | 2026 Proxy Statement |

  99. Compensation Actually Paid Versus TSR

    Insider Trading Policy We have adopted an Insider Trading Policy and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

  100. Compensation Actually Paid Versus TSR

    | 2026 Proxy Statement | | 79 |

  101. Compensation Actually Paid Versus TSR

    Other Matters Our Board of Directors knows of no business other than the matters set forth herein, which will be presented at the meeting. Since matters not known at this time may come before the meeting, the enclosed proxy gives discretionary authority with respect to such matters as may properly come before the meeting and it is the intention of the persons named in the proxy to vote in accordance with their judgment on such matters. By Order of the Board of Directors