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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)Consolidated Financial Statements, Financial Statement Schedule and Exhibits.

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1.Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report.
2.​Exhibits listed in the accompanying Index to Exhibits are filed as part of this report. The following such exhibits are management contracts or compensatory plans or arrangements:

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Exhibit No.Exhibit DescriptionIncorporated By ReferenceFiled Herewith
​​FormDateNumber
2.1Stock Purchase Agreement by and among Rollins, Inc., Clark Pest Control of Stockton, Inc., the Stockholders of Clark Pest Control of Stockton, Inc. the Principals and the Stockholders Representative10-QApril 26, 201910.1​
2.2Asset Purchase Agreement among King Distribution, Inc., a Delaware corporation, Geotech Supply Co., LLC, a California limited liability company, and Clarksons California Properties, California limited partnership10-QApril 26, 201910.2​
2.3Real Estate Purchase Agreement by and between RCI – King, Inc., and Clarksons California Properties, a California limited partnership10-QApril 26, 201910.3​
3.1Restated Certificate of Incorporation of Rollins, Inc., dated July 28, 198110-QAugust 1, 2005(3)(i)(A)​
3.2Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated August 20, 198710-KMarch 11, 2005(3)(i)(B)​
3.3Certificate of Change of Location of Registered Office and of Registered Agent, dated March 22, 199410-QAugust 1, 2005(3)(i)(C)​
3.5Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 26, 201110-KFebruary 25, 2015(3)(i)(E)​
3.6Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 28, 201510-QJuly 29, 2015(3)(i)(F)​
3.7Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 23, 201910-QApril 26, 2019(3)(i)(G)​
3.8Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 27, 202110-QJuly 30, 2021(3)(i)(H)​
3.9Amended and Restated By-laws of Rollins, Inc., dated May 20, 20218-KMay 24, 20213.1​
4.1Form of Common Stock Certificate of Rollins, Inc.10-KMarch 26, 1999(4)​
4.2Description of Registrant’s Securities10-KFebruary 28, 20204(b)​
10.1+Membership Interest Purchase Agreement by and among Rollins, Inc., Northwest Exterminating Co., Inc. NW Holdings, LLC and the stockholders of Northwest Exterminating Co., Inc. dated as of July 24, 201710-QOctober 27, 201710.1​
10.2*Rollins, Inc. Amended and Restated Deferred Compensation PlanS-8November 18, 20054.1​
10.3*Form of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred Compensation PlanS-8November 18, 20054.2​
10.4*Forms of award agreements under the 2013 Cash Incentive Plan10-KFebruary 24, 201710(d)​
10.5*2018 Stock Incentive PlanDEF 14AMarch 21, 2018Appendix A​
10.6*Form of Restricted Stock Grant Agreement8-KApril 28, 200810(d)​
10.7*Form of Time-Lapse Restricted Stock Agreement10-QApril 27, 201210.1​
10.8*Form of Time-Lapse Restricted Stock Agreement of Non-Section 16 Reporting Persons10-QOctober 27, 202210.17​
10.9*Form of Time-Lapse Restricted Stock Agreement for Section 16 Reporting Persons10-QOctober 27, 202210.18​
10.10*Form of Rollins, Inc. Performance Share Unit Award AgreementX
10.11*Rollins, Inc. 2023 Executive Bonus Agreement–Gary W. RollinsX
10.12*Rollins, Inc. 2023 Executive Bonus Agreement–Jerry E. Gahlhoff, Jr.​​​X
10.13*Rollins, Inc. 2023 Executive Bonus Agreement–Kenneth D. Krause​​​X
10.14*Rollins, Inc. 2023 Executive Bonus Agreement–John F. Wilson​​​X
10.15*Rollins, Inc. 2023 Executive Bonus Agreement–Elizabeth B. Chandler​​​X

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10.16*Offer Letter dated July 25, 2022, between Kenneth D. Krause and the Company10-QOctober 27, 202210.19​
10.17Revolving Credit Agreement dated as of April 30, 2019 between Rollins, Inc. and SunTrust Bank and Bank of America, N.A10-KFebruary 28, 2020(10)(j)​
10.18Amended Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender*10-KFebruary 25, 202210.12
10.19Annex A to the Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender10-KFebruary 25, 202210.13
10.20Annex B to the Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender10-KFebruary 25, 202210.14
21Subsidiaries of Registrant​​​X
23.1Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm​​​X
24Powers of Attorney for Directors​​​X
31.1Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002​​​X
31.2Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002​​​X
32.1**Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002​​​X
101.INSInline XBRL Instance Document​​​X
101.SCHInline XBRL Schema Document​​​X
101.CALInline XBRL Calculation Linkbase Document​​​X
101.LABInline XBRL Labels Linkbase Document​​​X
101.PREInline XBRL Presentation Linkbase Document​​​X
101.DEFInline XBRL Definition Linkbase Document​​​X
104Cover Page Interactive Data File (embedded with the Inline XBRL document)​​​X

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  • Indicates management contract or compensatory plan or arrangement.

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** This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Rollins, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

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+ Confidential treatment has been requested for certain portions of this exhibit. Such information has been omitted and was filed separately with the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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ROLLINS, INC.
By:/s/ Jerry E. Gahlhoff, Jr.
​​Jerry E. Gahlhoff, Jr.
​​President and Chief Executive Officer
​​(Principal Executive Officer)
​​
​​Date:February 16, 2023

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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By:/s/ Jerry E. Gahlhoff, Jr.By:/s/ Kenneth D. Krause
Jerry E. Gahlhoff, Jr.​Kenneth D. Krause
President and Chief Executive Officer​Executive Vice President, Chief Financial Officer and Treasurer
(Principal Executive Officer)​Principal Financial Officer
​​​​​
Date:February 16, 2023​Date:February 16, 2023
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By:/s/ Traci Hornfeck​​​
​Traci Hornfeck​​​
​Chief Accounting Officer​​​
​(Principal Accounting Officer)​​​
​​​​​
Date:February 16, 2023​​​
​​​​​

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The Directors of Rollins, Inc. (listed below) executed a power of attorney appointing Jerry E. Gahlhoff, Jr. their attorney-in-fact, empowering him to sign this report on their behalf.

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​Gary W. Rollins, Chairman​
​Jerry W. Nix, Lead Director​
​Susan R. Bell, Director​
​Donald P. Carson, Director​
​Jerry E. Gahlhoff, Director​
​Patrick J. Gunning, Director​
​Gregory B. Morrison, Director​
​Louise S. Sams, Director​
​Pamela R. Rollins, Director​
​John F. Wilson, Director​
​​​
/s/ Jerry E. Gahlhoff, Jr.​
Jerry E. Gahlhoff, Jr.​
As Attorney-in-Fact & Director​
February 16, 2023​

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ROLLINS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following documents are filed as part of this report.

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Financial statements and reportsPage Number From This Form 10-K
Management’s Report on Internal Control Over Financial Reporting​25
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)​26
Consolidated Financial Statements​​
Consolidated Statements of Financial Position as of December 31, 2022 and 2021​29
Consolidated Statements of Income for each of the three years in the period ended December 31, 2022​30
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2022​31
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2022​32
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2022​33
Notes to Consolidated Financial Statements​34-60
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Financial Statement Schedules​​
All schedules have been omitted as not applicable, immaterial or disclosed in the Consolidated Financial Statements or notes thereto.​​

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Previous: Item 14. Principal Accounting Fees and Services.