Rollins (ROL) 10-K risk factor changes: FY2023 vs FY2022

[removed: Presentation][added: Presentation]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons of [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 [removed: on] [added: of] our Annual [removed: report] [added: Report] on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

Please see “Cautionary Statement Regarding Forward-Looking Statements” [added: and "Risk Factors"] for a discussion of uncertainties, risks and assumptions associated with these statements.

[removed: The Company][added: The Company]

[removed: Residential service revenue increased 10%, commercial revenue] [added: Organic revenue*] growth was [removed: also] [added: strong across our service offerings, growing over 6% in residential, approximately] 10% [added: in commercial,] and [added: over 10% in] termite and ancillary [removed: revenue growth was 15%.][added: activity.]

[removed: IMPACT OF THE PANDEMIC AND OTHER ECONOMIC TRENDS][added: Impact of Economic Trends]

[removed: In addition,] [added: The] continued disruption in economic markets due to high inflation, increases in interest rates, [removed: increased fuel costs,] business interruptions due to natural [removed: disasters,] [added: disasters and changes in weather patterns,] employee [removed: shortages] [added: shortages,] and supply chain issues, all pose challenges which may adversely affect our future performance.

The Company’s [removed: condensed] consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements.

The Company considered the impact of [removed: COVID-19 and other] economic trends on the assumptions and estimates used in preparing the [removed: condensed] consolidated financial statements.

These adjustments are of a normal recurring nature but [added: are] complicated by the continued uncertainty surrounding [removed: COVID-19 and other] [added: these macro] economic trends.

The severity, magnitude and duration of certain economic [removed: trends, as well as the economic consequences of COVID-19,] [added: trends] continue to be uncertain and are difficult to predict.

Therefore, our accounting estimates and assumptions may change over time in response to [removed: COVID-19 and other] economic trends and may change materially in future periods.

The extent to which [removed: COVID-19,] increasing interest rates, inflation and other economic trends will continue to impact the Company’s business, financial condition and results of operations is uncertain.

[removed: Results] [added: Results] of [removed: Operations—2022 Versus 2021][added: Operations—2023 Compared to 2022]

| [removed: ​] | [removed: ​] | [removed: Years ended] [added: | Year Ended] December 31, | | | | | [removed: ​] | [added: | | | | | |] Variance | | | [removed: ​] | [removed: As a % of Revenue] | | | [added: | |]

| (in thousands) | | [removed: 2022] | [added: 2023] | | [removed: 2021] | | | [added: | 2022 | | | | | |] $ | [removed: ​] | [removed: %] | [removed: ​] | [removed: 2022] | | [removed: 2021] [added: %] | [added: | |]

| Depreciation and amortization | [removed: ​] | | [removed: 91,326] | [removed: ​] | | [removed: 86,558] [added: 99,752] | | [removed: 4,768] | [removed: ​] | [removed: 5.5] | [removed: ​] | [removed: 3.4] [added: 91,326] | | [removed: 3.6] | [added: | | | | | | | | | | | |]

| Interest expense, net | [removed: ​] | [removed: ​] | [removed: 2,638] | [removed: ​] | | [removed: 830] [added: 19,055] | [removed: ​] | [removed: 1,808] | [removed: ​] | [removed: 217.8] | [removed: ​] | [removed: 0.1] [added: 2,638] | | [removed: 0.0] | [added: | | | | | | | | | | | |]

| Provision for income taxes | [removed: ​] | | [removed: 130,318] | [removed: ​] | | [removed: 125,920] [added: 151,300] | | [removed: 4,398] | [removed: ​] | [removed: 3.5] | [removed: ​] | [removed: 4.8] [added: 130,318] | | [removed: 5.2] | [added: | | | | | | | | | | | |]

[removed: Revenues][added: *Revenues*]

[removed: ][added: ]

[removed: ][added: ]

Revenues for the year ended December 31, [removed: 2022] [added: 2023] were [removed: $2.7] [added: $3.1] billion, an increase of [removed: $271.5] [added: $377.5] million, or [removed: 11.2%,] [added: 14.0%,] from [removed: 2021] [added: 2022] revenues of [removed: $2.4] [added: $2.7] billion.

The Company’s foreign operations accounted for approximately 7% [removed: and 8%] of total revenues for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021, respectively.][added: 2022.]

[removed: Gross Profit][added: *Gross Profit*]

Gross profit for the year ended December 31, [removed: 2022] [added: 2023] was [removed: $1.4] [added: $1.6] billion, an increase of [removed: $125.7] [added: $216.0] million, or [removed: 10.0%,] [added: 15.6%,] compared to [removed: $1.3] [added: $1.4] billion for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: _Sales,] [added: *Sales,] General and [removed: Administrative_][added: Administrative*]

For the twelve months ended December 31, [removed: 2022,] [added: 2023,] sales, general and administrative (SG&A) expenses increased [removed: $75.2] [added: $112.5] million, or [removed: 10.3%,] [added: 14.0%,] compared to the twelve months ended December 31, [removed: 2021.][added: 2022.]

As a percentage of revenue, [removed: SG&A decreased] [added: operating income increased] to [removed: 29.8%] [added: 19.0%] from [removed: 30.0%] [added: 18.3%] in the prior year.

[removed: Depreciation] [added: *Depreciation] and [removed: Amortization][added: Amortization*]

For the twelve months ended December 31, [removed: 2022,] [added: 2023,] depreciation and amortization increased [removed: $4.8] [added: $8.4] million, or [removed: 5.5%,] [added: 9.2%,] compared to the twelve months ended December 31, [removed: 2021.][added: 2022.]

The increase was due to [removed: the additional] [added: higher] amortization of [removed: customer contracts] [added: intangible assets] from [removed: several acquisitions] [added: acquisitions, most notably Fox,] offset by [removed: a decrease in the] [added: lower] depreciation of operating equipment and internal-use software.

[removed: Operating Income][added: *Operating Income*]

For the twelve months ended December 31, [removed: 2022,] [added: 2023,] operating income increased [removed: $45.8] [added: $89.8] million or [removed: 10.2%] [added: 18.2%] compared to the prior year.

[removed: Interest] [added: *Interest] Expense, [removed: Net][added: Net*]

During the twelve months ended December 31, [removed: 2022,] [added: 2023,] interest expense, net increased [removed: $1.8] [added: $16.4] million compared to the prior year, [removed: primarily] due to the increase in [removed: weighted average interest rates which was partially offset by] the [removed: lower] average debt balance [removed: in 2022 compared to 2021.][added: associated primarily with the acquisition of Fox and the share repurchase completed during 2023.]

[removed: Other] [added: *Other] Income, [removed: Net][added: Net*]

[removed: Income Taxes][added: *Income Taxes*]

The Company’s effective tax rate was [added: 25.8% in 2023 compared to] 26.1% in [removed: both 2022 and 2021.][added: 2022.]

[removed: Liquidity] [added: Liquidity] and Capital [removed: Resources][added: Resources]

Strategic Update

We are focused on continuous improvement throughout the business.

During 2023, we made significant strides in all four pillars of our strategic objectives: 1) people first 2) customer loyalty 3) growth mindset and 4) operational efficiency.

*People First*

During 2023, we focused on the safety of our people.

We are continuously improving our safety culture and monitoring our measurable safety goals.

For example, throughout the year we made considerable progress with respect to the implementation and adoption of our driver safety application, which monitors driver behaviors once a vehicle is in motion.

Our average driver safety score for drivers that we monitor showed improvement in 2023.

We also executed a restructuring program during the year to modernize our workforce and enable us to make more strategic improvements in our support functions.

We remain committed to developing exceptional talent and investing in our teams, including a focus on strategic hiring in both support functions, as well as the customer-facing side of our business.

*Customer Loyalty*

We remain committed to providing our customers with the best customer experience.

Effective sales and service staffing levels helped us to capitalize on continued demand and deliver solid results for the year, with organic revenues* growing by 8.2% compared to 2022.

*Growth Mindset*

2023 marked a record year in terms of revenues, totaling $3.1 billion, an increase of 14.0% over 2022, with acquisition revenues* growing by 5.9% compared to 2022.

We completed the acquisition of Fox Pest Control ("Fox"), one of the largest acquisitions in the Company's history, for $339.5 million.

We also completed 23 additional acquisitions in 2023, driving inorganic growth at several of our brands.

*Operational Efficiency*

We saw healthy margins in 2023, with gross margin improving 70 basis points to 52.2% in 2023 compared to 51.5% in 2022.

Operating margin was 19.0% of revenue, an increase of 70 basis points over 2022 and adjusted operating income margin* at 19.7%, an increase of 140 basis points over the prior year.

*Amounts are non-GAAP financial measures.

See the schedules below for definitions and a discussion of non-GAAP financial metrics, including a reconciliation to the most directly comparable GAAP measure.

The Company continues to execute various strategies previously implemented to help mitigate the impact of these economic disruptors.

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| | | | Twelve Months Ended December 31, | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | Variance | | | | | |

| (in thousands, except per share data and margins) | | | 2023 | | | | | | 2022 | | | | | | $ | | | % | | |

| GAAP Metrics | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 3,073,278 | | | | | $ | 2,695,823 | | | | | $ | 377,455 | | 14.0 | | % |

| Gross profit (1) | | | $ | 1,603,407 | | | | | $ | 1,387,424 | | | | | $ | 215,983 | | 15.6 | | % |

| Gross profit margin (1) | | | 52.2 | | % | | | | 51.5 | | % | | | | 70 bps | | | | | |

| Operating income | | | $ | 583,226 | | | | | $ | 493,388 | | | | | $ | 89,838 | | 18.2 | | % |

| Operating income margin | | | 19.0 | | % | | | | 18.3 | | % | | | | 70 bps | | | | | |

| Net income | | | $ | 434,957 | | | | | $ | 368,599 | | | | | $ | 66,358 | | 18.0 | | % |

| EPS | | | $ | 0.89 | | | | | $ | 0.75 | | | | | $ | 0.14 | | 18.7 | | % |

| Operating cash flow | | | $ | 528,366 | | | | | $ | 465,930 | | | | | $ | 62,436 | | 13.4 | | % |

| | | | | | | | | | | | | | | | | | | | | |

| Non-GAAP Metrics | | | | | | | | | | | | | | | | | | | | |

| Adjusted operating income (2) | | | $ | 604,217 | | | | | $ | 493,388 | | | | | $ | 110,829 | | 22.5 | | % |

General Operating Comments

We finished 2022 with record revenue of $2.7 billion.

We have consistently grown revenue and 2022 represented another strong year for growth.

We experienced strong growth across all major service lines driving 11% total growth in revenues.

Income before income taxes increased 3.4% to $498.9 million compared to $482.5 million the prior year.

Net income increased 3.4% to $368.6 million, with earnings per diluted share of $0.75 compared to $356.6 million, or $0.72 per diluted share for the prior year.

Operating cash flow remained strong in 2022 and finished at $465.9 million up from $401.8 million in 2021.

We repaid debt by $100 million in 2022, we paid $119 million for 31 acquisitions in 2022 and a final payment on a 2021 acquisition, and continued to increase dividends to investors.

The Company paid dividends to investors of $0.43 per diluted share in 2022 as compared to $0.42 per diluted share for the prior year, resulting in a 2.4% increase in dividends per share.

While we continue to monitor macro-economic and other risks facing our business, we are starting 2023 with a strong foundation.

Demand remains strong in our business with revenue growth of 11% in January 2023.

Our balance sheet also provides us flexibility with debt remaining at very low levels to start the new year.

We plan to evaluate opportunities to renegotiate our current credit facility that will be expiring in April 2024.

Our pipeline for acquisitions is strong and we remain very well positioned to drive growth across all of our service lines in 2023.

The global spread and unprecedented impact of COVID-19 has continued to create uncertainty and economic disruption around the world during 2022.

We have and will continue to monitor COVID-19 and may again take actions that may alter our operations, including those that may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees and customers.

We do not know when, or if, it will become practical to eliminate all of these measures entirely as there is no guarantee that COVID-19 will be fully contained.

The Company continues to carry out various strategies previously implemented to help mitigate the impact of these economic disruptors, including revamping its routing and scheduling process to decrease the number of miles per stop, advanced scheduling to compensate for employee and vehicle shortages, and maintaining higher purchasing levels to allow for sufficient inventory.

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| ​ | | ​ | ​ | ​ | ​ | ​ | | ​ | | | | | | |

| Revenues | ​ | $ | 2,695,823 | ​ | $ | 2,424,300 | | 271,523 | ​ | 11.2 | ​ | 100.0 | | 100.0 |

| Cost of services provided (exclusive of depreciation and amortization below) | ​ | | 1,308,399 | ​ | | 1,162,617 | | 145,782 | ​ | 12.5 | ​ | 48.5 | | 48.0 |

| Gross profit | ​ | ​ | 1,387,424 | ​ | ​ | 1,261,683 | ​ | 125,741 | ​ | 10.0 | ​ | 51.5 | ​ | 52.0 |

| Sales, general and administrative | ​ | | 802,710 | ​ | | 727,489 | | 75,221 | ​ | 10.3 | ​ | 29.8 | | 30.0 |

| Operating income | ​ | | 493,388 | ​ | | 447,636 | | 45,752 | ​ | 10.2 | ​ | 18.3 | | 18.5 |

| Other income, net | ​ | ​ | (8,167) | ​ | ​ | (35,679) | ​ | 27,512 | ​ | (77.1) | ​ | 0.3 | | 1.5 |

| Consolidated income before income taxes | ​ | ​ | 498,917 | ​ | ​ | 482,485 | ​ | 16,432 | ​ | 3.4 | ​ | 18.5 | ​ | 19.9 |

| Net income | ​ | $ | 368,599 | ​ | $ | 356,565 | | 12,034 | ​ | 3.4 | ​ | 13.7 | | 14.7 |

*​*

Comparing 2022 to 2021, residential pest control revenue increased 10%, commercial pest control revenue increased 10% and termite and ancillary services grew 15%.

Gross margin was 51.5% in 2022 compared to 52.0% in 2021.

For the year, we saw higher expenses associated with casualty reserves and people cost, notably medical costs.

Excluding the increases we experienced in these areas, strategic pricing efforts helped offset inflationary pressures we experienced in fleet, material and other people associated costs.

We remain focused on executing our pricing strategies and expect to pull forward our price increase again in 2023 and expect to raise prices for services in the first quarter.

Despite investing in additional people, advertising and other customer facing activities to drive growth, we saw an

improvement in SG&A as a percentage of sales as we continue to manage our cost structure.

Although casualty reserves and people costs, notably medical costs, had an impact on SG&A, they had a lesser impact on SG&A than cost of services.

As a percentage of revenue, operating income decreased to 18.3% from 18.5% in the prior year.

The increase in revenue was offset primarily by an increase in expense associated with the casualty reserve as well as medical costs for people.

[removed: Market Risk][added: Market Risk]

The Company is subject to interest rate risk exposure through borrowings on its [removed: $175.0 million] [added: $1.0 billion] revolving credit facility [removed: and amended $300.0 million term loan facility.][added: (the "Credit Facility").]

See Note [removed: 10] [added: 10, Debt] to the accompanying financial statements for further details regarding debt.

For a discussion of the Company’s activities to manage risks relative to fluctuations in foreign currency exchange rates, see Note [removed: 11] [added: 1, Summary of Significant Accounting Policies] to the accompanying financial statements.

As of December 31, 2023, the Company had outstanding borrowings of $493.0 million under the Credit Facility.

We do not believe that a one percent increase in interest rates, for example, would have a material effect on our results of operations or cash flows.

The Company maintained an investment portfolio (included in cash and cash equivalents) subject to short-term interest rate risk exposure; and other current and long-term investments.

As of December 31, 2022, the Company had outstanding borrowings of $54.9 million under the Term Loan and there were no outstanding borrowings under the Revolving Commitment.

Additionally, the Company maintained $71.3 million in Letters of Credit.

These letters of credit are required by the Company’s insurance companies, due to the Company’s high deductible insurance program, to secure various workers’ compensation and casualty insurance contracts coverage.

The Company believes that it has adequate liquid assets, funding sources and insurance accruals to accommodate such claims.

[removed: General Overview][added: General Overview]

The contracted and recurring nature of our services provide us with visibility into a significant portion of our future [removed: earnings.][added: revenue.]

Wayne and John Rollins acquired Orkin Exterminating Company and in 1965 we changed our name from Rollins Broadcasting, Inc to Rollins, Inc. In 1968, Rollins began trading on the New York Stock Exchange under the symbol “ROL.” Since then, we have grown into a premier consumer and commercial services business with numerous industry leading brands including the world renowned Orkin, as well as HomeTeam Pest Defense, Clark Pest Control, Western Pest Services, Critter Control Wildlife, [removed: and] Northwest Exterminating, [added: and Fox Pest Control,] among others.

We operate under one reportable segment which contains our three [removed: business lines:][added: service offerings:]

[removed: | | ● | _Residential_:] [added: - *Residential*:] Pest control services protecting residential properties from common pests, including rodents, insects and wildlife; [removed: |]

[removed: | | ● | _Commercial_:] [added: - *Commercial*:] Workplace pest control solutions for customers across diverse end markets such as healthcare, [removed: foodservice,] [added: food service,] logistics; and [removed: |]

[removed: | | ● | _Termite_:] [added: - *Termite*:] Termite protection services and ancillary services for both residential and commercial customers. [removed: |]

Rollins is a [removed: global] leader in [added: the global] pest [removed: control.][added: control market.]

We have established a portfolio of premier brands with extensive service capabilities across a deep operating [removed: network.][added: network with a focus on our core pest control market.]

[removed: We run] [added: The majority of] our [added: business runs our] proprietary Branch Operating Support System (“BOSS”), which offers a back-end interface to facilitate service tracking and payment processing for technicians.

[added: Our unique programs contribute to our position as an] employer of choice and have earned us recognition from Training magazine among the Top 125 U.S. Training Companies 17 times in the past [removed: 20] [added: 21] years.

In [removed: 2022,] [added: 2023,] we saw revenue growth in our [added: company-owned] operations in Canada, Australia, and the United Kingdom.

We have franchise programs through Orkin, Critter [removed: Control] [added: Control, Missquito,] and our Australian subsidiaries.

We had a total of [removed: 137, 135] [added: 138, 137] and [removed: 128] [added: 135] domestic franchise agreements as of December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

International franchise agreements totaled [removed: 89, 103] [added: 86, 89] and [removed: 101] [added: 103] as of December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Over the last three years, we have completed approximately [removed: 100] [added: 90] acquisitions, including [removed: 31] [added: 24] acquisitions in [removed: 2022.][added: 2023.]

Our acquisition strategy targets high quality, profitable businesses with strong [removed: leadership] [added: leadership, a healthy level of brand awareness, and customer loyalty in the markets they serve] that would benefit from incremental growth capital and have the potential to achieve [removed: margin expansion through cost] [added: organic growth] and [removed: revenue synergies.][added: margin expansion.]

Our business is [removed: somewhat] affected by weather conditions, including climate change and the seasonal nature of our pest and termite control services.

| [removed: ​] | | [added: |] Consolidated Net Revenues | | | | | | | | [added: | | | | | | |]

| (in thousands) | | [removed: 2022] | [added: 2023] | | [removed: 2021] | | | [removed: 2020] | [added: 2022] | [added: | | | | | 2021 | | |]

| First Quarter | [removed: ​] | [added: |] $ | [removed: 590,680] [added: 658,015] | [removed: ​] | [added: | | |] $ | [removed: 535,554] [added: 590,680] | [removed: ​] | [added: | | |] $ | [removed: 487,901] [added: 535,554] | [added: |]

| Second Quarter | [removed: ​] | | [removed: 714,049] [added: 820,750] | [removed: ​] | | [removed: 638,204] | [removed: ​] | | [removed: 553,329] [added: 714,049] | [added: | | | | | 638,204 | | |]

| Third Quarter | [removed: ​] | | [removed: 729,704] [added: 840,427] | [removed: ​] | | [removed: 650,199] | [removed: ​] | | [removed: 583,698] [added: 729,704] | [added: | | | | | 650,199 | | |]

| Fourth Quarter | [removed: ​] | | [removed: 661,390] [added: 754,086] | [removed: ​] | | [removed: 600,343] | [removed: ​] | | [removed: 536,292] [added: 661,390] | [added: | | | | | 600,343 | | |]

| Year to date | [removed: ​] | [added: |] $ | [removed: 2,695,823] [added: 3,073,278] | [removed: ​] | [added: | | |] $ | [removed: 2,424,300] [added: 2,695,823] | [removed: ​] | [added: | | |] $ | [removed: 2,161,220] [added: 2,424,300] | [added: |]

[removed: Materials] [added: Materials] and [removed: Supplies][added: Supplies]

[removed: Competition][added: Competition]

Our major competitors include Rentokil, Ecolab, [added: Anticimex,] and [removed: Anticimex.][added: numerous other regional companies.]

[removed: Research] [added: Research] and [removed: Development][added: Development]

We utilize the relationships with our [removed: manufacturer] [added: manufacturers] and materials suppliers to provide new and innovative products and services, coupled with in-depth reviews by our tenured [removed: Technical Services department] [added: Entomology Department] to ensure they meet our strict requirements.

[removed: Environmental and Regulatory Considerations][added: Regulatory Considerations]

Our business is subject to various local and national legislative and regulatory enactments including, but not limited to, environmental laws, antitrust laws, employment [added: and benefit] laws (including wage and hour laws, payroll [removed: taxes and] [added: taxes,] anti-discrimination [removed: laws),] [added: laws, pension laws and regulations, and ERISA),] immigration laws, motor vehicle laws and regulations, human health and safety laws, securities laws including, but not limited to, SEC regulations, and federal, state and local laws and regulations governing worker safety and the pest and termite control industry.

If we were to fail to comply with any of these applicable laws or regulations, we could be subject to substantial fines or damages, be involved in lawsuits, enforcement actions and other claims by third parties or governmental authorities, suffer losses to our reputation and our business or suffer the loss of licenses or penalties that may affect how the business is [removed: operated, which, in turn, could have a material adverse effect on our financial condition, results of operations and cash flows.][added: operated.]

[removed: Environmental,] [added: *Environmental,] Health and Safety [removed: Matters][added: Matters*]

[removed: Consumer] [added: *Consumer] Protection, Privacy and Solicitation [removed: Matters][added: Matters*]

[removed: Additionally, we] [added: We] are subject to international, federal, state, provincial and local laws and regulations designed to protect consumers generally, including laws governing lending, debt collection and consumer [removed: finance,] [added: finance;] consumer privacy and [removed: fraud, the] [added: fraud;] collection and use of consumer [removed: data, telemarketing] [added: data; telemarketing;] and other forms of solicitation.

[removed: The telemarketing] [added: Specifically,] rules adopted by the Federal Communications Commission [removed: pursuant to the] [added: and] Federal [added: Trade Commission, including the] Telephone Consumer Protection Act [removed: of 1991] and the [removed: Federal] Telemarketing Sales [removed: Rule issued by the Federal Trade Commission,] [added: Rule,] along with state laws and other legal authorities, govern our telephone and texting sales practices.

The CAN-SPAM Act regulates our email [removed: solicitations] [added: solicitations,] and the Consumer Review Fairness Act regulates consumer opinions on social media regarding our products and services.

The California Consumer Privacy Act, [removed: the first of its kind and followed by] [added: including amendments under] the California Privacy Rights Act, and laws in other states provide consumers and sometimes employees the right to know what personal data businesses collect, how the data is used, and give them the right to access, delete and opt out of the sale of their personal information to third parties.

[removed: Franchise Matters][added: *Franchise Matters*]

Pest control generally consists of assessing a customer's property for conditions that invite pests, tackling current infestations, and stopping the life cycle to prevent future invaders.

Termite protection programs include liquid treatments, wet and dry foam applications, termite baiting and wood treatments.

"Risk Factors."

Our Strategic Objectives

We regularly assess the business environment, as well as our own strengths and opportunities, and have aligned around key strategic objectives that will help us to drive continued success for Rollins.

*People First*

We promote a people first mindset that prioritizes the well-being and development of the individual, as well as our collective team, in all aspects of our business.

To provide our customers with the best customer experience, we must focus on cultivating our position as the employer of choice in our industry.

This means not only investing in competitive wages and benefits, but also providing tools, training and development opportunities that drive a high level of employee engagement.

*Customer Loyalty*

We focus on creating the best customer experience that will enable a loyal customer base and in turn reduce the amount of churn across our customer base.

This starts with our people and the interactions they have with our customers.

By focusing on this key objective, we expect it to enable growth that will outpace our market growth.

*Growth Mindset*

A growth mindset helps us consider ways to improve and best position our business.

Our focus here is to identify changes that may present both risks and opportunities to our business.

We focus on evaluating changes in the markets we compete

in but also across other industries to continue to identify changing dynamics that may impact our people and our customers that may impact our position in the markets we compete.

*Operational Efficiency*

As a complement to our growth mindset, our dedication to continuous improvement and operational efficiency is another key tenet of our strategy and culture.

We approach our operations from the perspective that everything we do can be improved upon.

We are constantly striving to improve our service levels by optimizing our business model and modernizing our business.

We believe that our alignment around the key strategic areas will enable us to grow faster than our market, position our business for the future, and deliver value for all stakeholders, including our customers, our employees, our communities and our shareholders.

John Wilson, having served in various roles of increasing responsibility at the Company for over 26 years, serves as Vice Chairman of the Company.

Mr. Gahlhoff joined the Company as part of the HomeTeam acquisition in 2008.

Mr. Gahlhoff has extensive knowledge of the

Company’s business and industry, having served in various roles of increasing responsibility at HomeTeam and the Company, collectively, for over 22 years.

He is also a trained Entomologist.

Kenneth Krause has served as the Executive Vice President, Chief Financial Officer and Treasurer of the Company since September 2022.

Mr. Krause brings over eight years of public company Chief Financial Officer experience and over 20 years of global finance and strategy experience.

Elizabeth Chandler has served as the Vice President, General Counsel since she joined the Company in 2013 and as Corporate Secretary since 2018.

Ms. Chandler brings over 35 years of legal experience.

Pat Chrzanowski, President of Orkin US, joined the Company in 2007 and has over 21 years of pest control experience.

Steve Leavitt, President of Rollins Brands, joined the Company in 1994 and has over 28 years of pest control experience.

Thomas Tesh joined the Company in 2012 and served as the Vice President of Information Technology from 2012 to 2020, then as Chief Information Officer from 2020-2023.

He has served as Chief Information and Administrative Officer beginning in 2023.

Mr. Tesh brings over 23 years of pest control experience.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We proactively work with our supplier base and in 2023, we hosted our first ever Supplier Summit, with over 30 of our top suppliers in attendance at our corporate headquarters, to enhance collaboration and strategic relationships.

| --- | --- | --- |

Our unique programs contribute to our position as an

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We operate in a highly competitive environment.

Any such franchise dispute could possibly have an adverse effect on our reputation, financial condition, results of operations and cash flows.

Therefore, we do not consider the expiration or loss of any single trademark or intellectual property right, to be material to our business as a whole.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

Developing existing and future leaders is critical to our ongoing success as a company.

Each year, we conduct in-depth leadership talent reviews for each people leader in our organization.

During those reviews, we identify top talent leaders who have both the capability and desire to perform at the next level of leadership.

For those leaders, we either build or update focused development plans to proactively develop the leadership skills needed at that next level of leadership.

We also identify peer mentorship opportunities where our seasoned leaders are able to assist in the development of their peers.

Rollins, Inc. owns senior-level leadership training at the highest levels where top talent is identified to participate in our annual Region Manager Development Program (RMDP).

RMDP is a one-year class with several different stages and is focused on helping selected leaders prepare for leading leaders and building high-performing teams across multiple locations within a defined geographical region.

In January 2022 the role of fulltime Director of WPI became active.

We formed six (6) taskforces, led by functional and brand subject matter experts, to execute on the Plan goals.

With the continued focus on inclusion, the employee demographic year-over-year comparison showed positive trends in the percentage of women and people of color in underrepresented job categories.

Four (4) ERGs are now active.

During fiscal 2022, as a result of the COVID-19 pandemic (“COVID-19”), we continued to execute our pre-established business continuity plans including our pandemic “SAFE Workplace” procedures to maintain compliance with state and local jurisdictions.

Management also regularly updates our employees and customers on COVID-19 developments in a consistent and timely manner which includes contact information for our Employee Assistance Program.

We saw a significant decline in COVID-19 related challenges in 2022.

In 2022, to enhance our already strong benefits offering, we signed an agreement with Everside Health to provide free primary care to our employees who participate in one of our medical insurance plans.

We built an on-site medical clinic at our company headquarters in Atlanta.

That facility is available to all employees in the state of Georgia who participate in one of our medical insurance plans.

Our employees outside of Georgia have access to approximately 70 Everside Health clinics around the country and access to virtual care through the Everside network in all 50 states.

We offer employees the opportunity to participate in various community outreach programs and believe that this commitment helps the Company to meet its goals of attracting, developing and retaining high-quality employees.

This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements include, but are not limited to, statements regarding:

Our actual results could differ materially from those indicated by the forward-looking statements because of various risks, timing and uncertainties including, without limitation, the failure to maintain and enhance our brands and develop a positive client reputation; our ability to protect our intellectual property and other proprietary rights that are material to our business and our brand recognition; actions taken by our franchisees, subcontractors or vendors that may harm our business; general economic conditions; the impact of the extent and duration of economic contraction related to COVID-19 on general economic activity for the remainder of 2023 and beyond; the impact of future developments related to the COVID-19 pandemic on the Company’s business, results of operations, accounting assumptions and estimates and financial condition, including, without limitation, restrictions in customer discretionary expenditures, disruptions in credit or financial markets, increases in fuel prices, raw material costs or other operating costs; potential increases in labor costs; labor shortages and/or our inability to attract and retain skilled workers; competitive factors and pricing practices; changes in industry practices or technologies; the degree of success of our termite process reforms and pest control selling and treatment methods; our ability to identify, complete and successfully integrate potential acquisitions; unsuccessful expansion into international markets; climate change and unfavorable weather conditions; a breach of data security resulting in the unauthorized access of personal, financial, proprietary, confidential or other personal data or information about our customers, employees, third parties, or of our proprietary confidential information; damage to our brands or reputation; possibility of an adverse ruling against us in pending litigation, regulatory action or investigation; changes in various government laws and regulations, including environmental regulations; the adequacy of our insurance coverage to cover all significant risk exposures; the effectiveness of our risk management and safety program; general market risk; management’s substantial ownership interest and its impact on public stockholders and the availability of the Company’s common stock to the investing public; and the existence of certain anti-takeover provisions in our governance documents, which could make a tender offer, change in control or takeover attempt that is opposed by the Company’s Board of Directors more difficult or expensive.

uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements.

Risk Factors

We operate in a highly competitive industry.

These and other factors could have a material adverse effect on our financial condition and results of operations.

contributed to the success of our business.

Further, if our brands are significantly damaged, our reputation, business, results of operations, and financial condition could be materially adversely affected.

This could materially adversely impact our reputation, business, financial condition, results of operations and cash flows.

These strains in our relationships or any resulting claims could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

From time to time, we receive communications from our franchisees regarding complaints, disputes or questions about our practices and standards in relation to our franchised operations and certain economic terms of our franchise arrangements.

In addition, we are parties to employment-related cases and claims from time to time, which may include claims on a representative or class action basis alleging wage and hour law [removed: violations.][added: violations or claims related to the operation of our retirement benefit plans.]

Item 103 of SEC Regulation S-K requires disclosure of certain environmental legal proceedings if the proceeding reasonably involves potential monetary sanctions of $300,000 or more.

The Company has received a notice of alleged violations and information requests from local governmental authorities in California for our Orkin and Clark Pest Control operations and is currently working with several local governments regarding compliance with environmental regulations governing the management of hazardous waste and pesticide disposal.

The investigation appears to be part of a broader effort to investigate waste handling and disposal processes of a number of industries.

While we are unable to predict the outcome of this investigation, we do not believe the outcome will have a material effect on our results of operations, financial condition, or cash flows.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: Form 10-K]

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

Commission file [removed: No. 1-4422][added: No. 1-4422]

| Delaware | | [added: |] 51-0068479 | [added: | |]

| (State or other jurisdiction of [added: incorporation or organization)] | | [added: |] (I.R.S. Employer Identification No.) | [added: | |]

| 2170 Piedmont Road, [removed: N.E., Atlanta, Georgia] [added: N.E., Atlanta, Georgia] | | [added: |] 30324 | [added: | |]

| (Address of principal executive offices) | | [added: |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area [removed: code: (404) 888-2000][added: code: (404) 888-2000]

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $1 Par Value | | [added: | | | |] ROL | | [added: | | | |] The New York Stock Exchange | [added: | |]

Yes [removed: ⌧] [added: o] No [removed: ◻][added: x]

Yes [removed: ◻] [added: o] No [removed: ⌧][added: x]

| Large Accelerated Filer | [removed: ⌧] | [added: | x | | | | | |] Accelerated filer | [removed: ◻] | [added: | o | | | | | |]

| Non-accelerated filer | [removed: ◻] | [added: | o | | | | | |] Smaller reporting company | [removed: ☐] | [added: | o | | | | | |]

| | | [added: | | | | | | |] Emerging growth company | [removed: ☐] | [added: | o | | | | | |]

The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates on June 30, [removed: 2022] [added: 2023] was [removed: $8,027,727,333] [added: $10,383,238,055] based on the reported last sale price of common stock on June 30, [removed: 2022,] [added: 2023,] which is the last business day of the registrant’s most recently completed second fiscal quarter.

Rollins, Inc. had [removed: 492,280,053] [added: 483,885,114] shares of Common Stock outstanding as of January 31, [removed: 2023.][added: 2024.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders of Rollins, Inc. are incorporated by reference into Part III, Items 10-14.

For the Year Ended December 31, [removed: 2022][added: 2023]

| | | | | [added: | | | | |] Page | [added: | |]

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| [Item [removed: 1.A.](#Item1ARiskFactors_4050)] [added: 1.A.](#i9eccd550acd1409894b0078cbac0c9f7_16)] | [removed: ​] | [added: | | | |] [Risk [removed: Factors.](#Item1ARiskFactors_4050)] [added: Factors.](#i9eccd550acd1409894b0078cbac0c9f7_16)] | [removed: ​] | [removed: 10] | [added: [12](#i9eccd550acd1409894b0078cbac0c9f7_16) | | |]

| [Item [removed: 1.B.](#Item1BUnresolvedStaffComments_801686)] [added: 1.B.](#i9eccd550acd1409894b0078cbac0c9f7_19)] | [removed: ​] | [added: | | | |] [Unresolved Staff [removed: Comments.](#Item1BUnresolvedStaffComments_801686)] [added: Comments.](#i9eccd550acd1409894b0078cbac0c9f7_19)] | [removed: ​] | [removed: 15] | [added: [19](#i9eccd550acd1409894b0078cbac0c9f7_19) | | |]

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| [Item [removed: 3.](#Item3LegalProceedings_924735)] [added: 3.](#i9eccd550acd1409894b0078cbac0c9f7_25)] | [removed: ​] | [added: | | | |] [Legal [removed: Proceedings.](#Item3LegalProceedings_924735)] [added: Proceedings.](#i9eccd550acd1409894b0078cbac0c9f7_25)] | [removed: ​] | [removed: 16] | [added: [20](#i9eccd550acd1409894b0078cbac0c9f7_25) | | |]

| [Item [removed: 4.](#Item4MineSafetyDisclosures_174749)] [added: 4.](#i9eccd550acd1409894b0078cbac0c9f7_28)] | [removed: ​] | [added: | | | |] [Mine Safety [removed: Disclosures.](#Item4MineSafetyDisclosures_174749)] [added: Disclosures.](#i9eccd550acd1409894b0078cbac0c9f7_28)] | [removed: ​] | [removed: 16] | [added: [20](#i9eccd550acd1409894b0078cbac0c9f7_28) | | |]

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| [Item [removed: 6](#Item6)] [added: 6](#i9eccd550acd1409894b0078cbac0c9f7_37)] | [removed: ​] | [removed: [\[Reserved\]](#Item6)] | [removed: ​] | [removed: 19] | [added: | [\[Reserved\]](#i9eccd550acd1409894b0078cbac0c9f7_37) | | | [22](#i9eccd550acd1409894b0078cbac0c9f7_37) | | |]

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| [Item [removed: 8.](#Item8FinancialStatementsandSupplementary)] [added: 8.](#i9eccd550acd1409894b0078cbac0c9f7_67)] | [removed: ​] | [added: | | | |] [Financial Statements and Supplementary [removed: Data.](#Item8FinancialStatementsandSupplementary)] [added: Data.](#i9eccd550acd1409894b0078cbac0c9f7_67)] | [removed: ​] | [removed: 26] | [added: [34](#i9eccd550acd1409894b0078cbac0c9f7_67) | | |]

| [Item [removed: 9.](#Item9ChangesinandDisagreementswithAccoun)] [added: 9.](#i9eccd550acd1409894b0078cbac0c9f7_148)] | [removed: ​] | [added: | | | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures.](#Item9ChangesinandDisagreementswithAccoun)] [added: Disclosures.](#i9eccd550acd1409894b0078cbac0c9f7_148)] | [removed: ​] | [removed: 60] | [added: [71](#i9eccd550acd1409894b0078cbac0c9f7_148) | | |]

| [Item [removed: 9.A.](#Item9AControlsandProcedures_187269)] [added: 9.A.](#i9eccd550acd1409894b0078cbac0c9f7_151)] | [removed: ​] | [added: | | | |] [Controls and [removed: Procedures.](#Item9AControlsandProcedures_187269)] [added: Procedures.](#i9eccd550acd1409894b0078cbac0c9f7_151)] | [removed: ​] | [removed: 63] | [added: [71](#i9eccd550acd1409894b0078cbac0c9f7_151) | | |]

| [Item [removed: 9.B.](#Item9BOtherInformation_174881)] [added: 9.B.](#i9eccd550acd1409894b0078cbac0c9f7_154)] | [removed: ​] | [added: | | | |] [Other [removed: Information.](#Item9BOtherInformation_174881)] [added: Information.](#i9eccd550acd1409894b0078cbac0c9f7_154)] | [removed: ​] | [removed: 61] | [added: [72](#i9eccd550acd1409894b0078cbac0c9f7_154) | | |]

| [Item [removed: 9.C](#Item9CDisclosureRegardingForeigh).] [added: 9.C.](#i9eccd550acd1409894b0078cbac0c9f7_157)] | [removed: ​] | [added: | | | |] [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#Item9CDisclosureRegardingForeigh)] [added: Inspections](#i9eccd550acd1409894b0078cbac0c9f7_157)] | [removed: ​] | [removed: 62] | [added: [73](#i9eccd550acd1409894b0078cbac0c9f7_157) | | |]

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_____________________________

_____________________________

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_____________________________

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Yes x No o

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Yes o No x

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| [Part I](#i9eccd550acd1409894b0078cbac0c9f7_10) | | | | | | | | | | | |

| [Item 1.C.](#i9eccd550acd1409894b0078cbac0c9f7_594) | | | | | | [Cybersecurity](#i9eccd550acd1409894b0078cbac0c9f7_594) | | | [19](#i9eccd550acd1409894b0078cbac0c9f7_594) | | |

| | | | | | | | | | | | |

| [Part II](#i9eccd550acd1409894b0078cbac0c9f7_31) | | | | | | | | | | | |

| | | | | | | | | | | | |

| [Part III](#i9eccd550acd1409894b0078cbac0c9f7_160) | | | | | | | | | | | |

| | | | | | | | | | | | |

| [Part IV](#i9eccd550acd1409894b0078cbac0c9f7_178) | | | | | | | | | | | |

| | | | | | | [Signatures.](#i9eccd550acd1409894b0078cbac0c9f7_184) | | | [77](#i9eccd550acd1409894b0078cbac0c9f7_184) | | |

​

| ​ | ​ | ​ |

| --- | --- | --- |

| incorporation or organization) | | |

| | | |

| ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ |

| --- | --- | --- | --- |

| | | | |

| [Part I](#PARTI_465905) | ​ | | ​ | ​ |

| [Part II](#PARTII_487076) | ​ | ​ | ​ | 16 |

| [Part III](#PARTIII_894235) | ​ | ​ | ​ | ​ |

| [Part IV](#PARTIV_8742) | ​ | ​ | ​ | ​ |

| ​ | ​ | [Signatures.](#SIGNATURES_244650) | ​ | 65 |

The Company owns or leases over [removed: 600] [added: 700] branch offices and operating facilities used in its business as well as the Rollins Training Center located in Atlanta, Georgia, and the Pacific Division Administration and Training Center in Riverside, California.

[added: None of the] branch offices, individually considered, represents a materially important physical property of the Company.

None of the

[removed: PART II][added: PART II]

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 177,950] [added: 8,118] holders of record of the Company’s common stock.

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

[removed: During the years ended December 31, 2022 and 2021, the] [added: The] Company did not repurchase shares on the open [removed: market.][added: market during the quarter ended December 31, 2023.]

| October 1 to 31, [removed: 2022] [added: 2023] | [removed: ​] | [removed: —] | [removed: ​] | [added: | | 1,213 | | | | | |] $ | [removed: —] [added: 36.01] | [removed: ​] | [added: | | |] — | [removed: ​] | [added: | | | |] 11,415,625 | [added: | |]

| December 1 to 31, [removed: 2022] [added: 2023] | [removed: ​] | [added: | | | |] — | [removed: ​] | [removed: ​] | [added: | | |] — | [removed: ​] | [added: | | | |] — | [removed: ​] | [added: | | | |] 11,415,625 | [added: | |]

| Total | [removed: ​] | [removed: 3,062] | [removed: ​] | [added: | | 2,506 | | | | | |] $ | [removed: 34.37] [added: 39.63] | [removed: ​] | [added: | | |] — | [removed: ​] | [added: | | | |] 11,415,625 | [added: | |]

[removed: | (2) | The] [added: (2)The] Company has a share repurchase plan, adopted in 2012, to repurchase up to 16.9 million shares of the Company’s common stock. [removed: There are 11.4 million shares authorized to be repurchased under prior board approval. The repurchase plan has no expiration date. |]

[removed: PERFORMANCE GRAPH][added: Performance Graph]

[removed: ][added: ]

| [removed: ​] | | [removed: 2017] | [removed: |] 2018 | | [added: | | | |] 2019 | | [added: | | | |] 2020 | | [added: | | | |] 2021 | | [added: | | | |] 2022 | [added: | | | | | 2023 | | |]

Market Information, Holders, and Dividends

Dividends will be payable only when, and if, declared by our Board and will be subject to our ongoing ability to generate sufficient income and free cash flow, any future capital needs and other contingencies.

The Company expects to continue to pay cash dividends to the common stockholders, subject to the earnings and financial condition of the Company and other relevant factors.

The following table presents the Company's share repurchase activity for the period from October 1, 2023 to December 31, 2023.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total number of shares purchased (1) | | | | | | Weighted- average price paid per share | | | | | | Total number of shares purchased as part of publicly announced repurchases (2) | | | | | | Maximum number of shares that may yet be purchased under the repurchase plan (2) | | |

| November 1 to 30, 2023 | | | | | | 1,293 | | | | | | 43.02 | | | | | | — | | | | | | 11,415,625 | | |

(1)Includes shares withheld by the Company in connection with tax withholding obligations of its employees upon vesting of such employees’ equity awards.

As of December 31, 2023, the Company has a remaining authorization to repurchase 11.4 million shares of the Company's common stock under this program.

The repurchase plan has no expiration date.

*$100 invested on 12/31/18 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

Copyright© 2023 Standard & Poor's, a division of S&P Global.

All rights reserved.

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| Rollins Inc. | | | $ | 100.00 | | | | | $ | 93.03 | | | | | $ | 166.06 | | | | | $ | 147.06 | | | | | $ | 158.95 | | | | | $ | 192.61 | |

| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P 500 Commercial Services & Supplies | | | 100.00 | | | | | | 140.15 | | | | | | 169.56 | | | | | | 223.20 | | | | | | 211.29 | | | | | | 271.25 | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total number of | ​ | ​ |

| ​ | ​ | ​ | ​ | Weighted- | | ​ | shares purchased as | ​ | Maximum number of |

| ​ | ​ | Total number of | ​ | average | | ​ | part of publicly | ​ | shares that may yet be |

| ​ | ​ | shares | ​ | price paid | | ​ | announced | ​ | purchased under the |

| Period | | purchased(1) | | per share | | | repurchases (2) | | repurchase plan (2) |

| November 1 to 30, 2022 | ​ | 3,062 | ​ | ​ | 34.37 | ​ | — | ​ | 11,415,625 |

| (1) | Includes repurchases from employees for the payment of taxes on vesting of restricted shares. |

| --- | --- |

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Rollins Inc. | | 100.00 | | 117.89 | ​ | 109.68 | ​ | 195.81 | ​ | 173.43 | ​ | 187.47 |

| S&P 500 | | 100.00 | | 95.62 | | 125.72 | | 148.85 | | 191.58 | | 156.89 |

| S&P 500 Commercial Services & Supplies | | 100.00 | | 100.49 | ​ | 140.84 | ​ | 170.39 | ​ | 224.30 | ​ | 212.33 |

ASSUMES INITIAL INVESTMENT OF $100

*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS

NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and principal accounting officer, we conducted an evaluation of the effectiveness of the design and operation of internal controls over financial [removed: reporting,] [added: reporting] as of December 31, [removed: 2022] [added: 2023] based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: Based on this evaluation,] [added: Excluding the above,] management’s assessment is that Rollins, Inc. maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

The independent registered public accounting firm, [removed: Grant Thornton] [added: Deloitte & Touche] LLP has audited the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page [removed: 27.][added: [35](#i9eccd550acd1409894b0078cbac0c9f7_659).]

| /s/ Jerry E. Gahlhoff, Jr. | | [added: | | | |] /s/ Kenneth D. Krause | [added: | |]

| Jerry E. Gahlhoff, Jr. | | [added: | | | |] Kenneth D. Krause | [added: | |]

| President and Chief Executive Officer | | [added: | | | |] Executive Vice President, Chief Financial Officer and Treasurer | [added: | |]

| Principal Executive Officer | | [added: | | | |] Principal Financial Officer | [added: | |]

| Atlanta, Georgia | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: February 16, 2023] | [removed: ​] | [removed: ​] | [added: 2023 | | |]

[added: To the stockholders and the] Board of Directors [removed: and Stockholders][added: of Rollins, Inc.]

[removed: Rollins,] [added: *Rollins,] Inc. [added: and Subsidiaries*]

We have audited the internal control over financial reporting of Rollins, Inc. [removed: (a Delaware corporation)] and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: the 2013] Internal [removed: Control—Integrated] [added: Control — Integrated] Framework [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“COSO”).][added: (COSO).]

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: the 2013] Internal [removed: Control—Integrated] [added: Control — Integrated] Framework [added: (2013)] issued by COSO.

We [removed: also] have [added: also] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”),] [added: (PCAOB),] the consolidated financial statements [removed: of the Company] as of and for the year ended December 31, [removed: 2022,] [added: 2023, of the Company] and our report dated February [removed: 16, 2023] [added: 15, 2024,] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated [removed: statements] [added: statement] of financial position of Rollins, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2022 and 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the [removed: three] [added: two] years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022 and 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We [removed: also] have [added: also] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”),] [added: (PCAOB),] the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: the 2013] Internal [removed: Control—Integrated] [added: Control — Integrated] Framework [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“COSO”),] and our report dated February [removed: 16, 2023] [added: 15, 2024,] expressed an unqualified [removed: opinion.][added: opinion on the Company's internal control over financial reporting.]

Critical [removed: audit matter][added: Audit Matters]

[removed: The critical] [added: Critical] audit [removed: matter communicated below is a matter] [added: matters are matters] arising from the [removed: current period] [added: current-period] audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and [removed: that:] [added: that] (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

[removed: _Accrued Insurance –] [added: Accrued Insurance—The Company retains, up to specified limits, certain risks related to] general liability, workers’ compensation and auto [removed: liability_][added: liability.]

We have served as the [removed: Company’s] [added: Company's] auditor since [removed: 2004][added: 2023.]

[removed: _Rollins,] [added: *Rollins,] Inc. and [removed: Subsidiaries_][added: Subsidiaries*]

[removed: _(in] [added: *(in] thousands except share [removed: information)_][added: information)*]

| [removed: ​] | | [removed: 2022] | [added: 2023] | | [added: | | | | 2022 | | | | | |] 2021 | | [added: |]

| ASSETS | [removed: ​] | [removed: ​] | | [removed: ​] | [removed: ​] | | [added: | | | | |]

| Cash and cash equivalents [added: at beginning of period] | [removed: ​] | [removed: $] | 95,346 | [removed: ​] | [removed: $] | [added: | | |] 105,301 | [added: | | | | | 98,477 | | |]

| Trade receivables, net of allowance for expected credit losses of [removed: $14,073] [added: $15,797] and [removed: $13,885,] [added: $14,073,] respectively | [removed: ​] | | [removed: 155,759] [added: 178,214] | [removed: ​] | | [removed: 139,579] | [added: | | 155,759 | | |]

| Financed receivables, short-term, net of allowance for expected credit losses of [removed: $1,768] [added: $1,874] and [removed: $1,463,] [added: $1,768,] respectively | [removed: ​] | | [removed: 33,618] [added: 37,025] | [removed: ​] | | [removed: 26,152] | [added: | | 33,618 | | |]

| Materials and supplies | [removed: ​] | | [removed: 29,745] [added: 33,383] | [removed: ​] | | [removed: 28,926] | [added: | | 29,745 | | |]

| Other current assets | [removed: ​] | | [removed: 34,151] [added: 54,192] | [removed: ​] | [removed: ​] | [removed: 52,422] | [added: | | 34,151 | | |]

| Total current assets | [removed: ​] | | [removed: 348,619] [added: 406,639] | [removed: ​] | | [removed: 352,380] | [added: | | 348,619 | | |]

| Equipment and property, net of accumulated depreciation of [removed: $333,298] [added: $360,421] and [removed: $315,891,] [added: $333,298,] respectively | [removed: ​] | | [removed: 128,046] [added: 126,661] | [removed: ​] | | [removed: 133,257] | [added: | | 128,046 | | |]

| Goodwill | [removed: ​] | | [removed: 846,704] [added: 1,070,310] | [removed: ​] | | [removed: 786,504] | [added: | | 846,704 | | |]

| Customer contracts, net | [removed: ​] | | [removed: 298,559] [added: 386,152] | [removed: ​] | | [removed: 301,914] | [added: | | 298,559 | | |]

| Trademarks & tradenames, net | [removed: ​] | | [removed: 111,646] [added: 151,368] | [removed: ​] | | [removed: 108,976] | [added: | | 111,646 | | |]

| Other intangible assets, net | [removed: ​] | | [removed: 8,543] [added: 8,214] | [removed: ​] | | [removed: 11,679] | [added: | | 8,543 | | |]

| Operating lease right-of-use assets | [removed: ​] | | [removed: 277,355] [added: 323,390] | [removed: ​] | | [removed: 244,784] | [added: | | 277,355 | | |]

| Financed receivables, long-term, net of allowance for expected credit losses of [removed: $3,200] [added: $3,728] and [removed: $2,522,] [added: $3,200,] respectively | [removed: ​] | | [removed: 63,523] [added: 75,909] | [removed: ​] | | [removed: 47,097] | [added: | | 63,523 | | |]

| Other assets | [removed: ​] | | [removed: 39,033] [added: 46,817] | [removed: ​] | | [removed: 34,949] | [added: | | 39,033 | | |]

During the year ended December 31, 2023, we completed the acquisition of Fox Pest Control ("Fox").

See Note 2, Acquisitions, for more information.

We are currently in the process of integrating Fox into our assessment of our internal control over financial reporting.

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, Management's assessment and conclusions on the effectiveness of our disclosure controls and procedures as of December 31, 2023 excludes an assessment of the internal control over financial reporting of Fox.

Fox represented approximately 4% of our revenues for the year ended December 31, 2023 and approximately 1% of our total assets at December 31, 2023.

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| February 15, 2024 | | | | | | | | |

As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Fox Pest Control, which was acquired on April 1, 2023, and whose financial statements constitute 1% of total assets and 4% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2023.

Accordingly, our audit did not include the internal control over financial reporting at Fox Pest Control.

/s/ Deloitte & Touche LLP

February 15, 2024

To the stockholders and the Board of Directors of Rollins, Inc.

We have audited the accompanying consolidated statement of financial position of Rollins, Inc. and subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the year ended December 31, 2023, and the related notes collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We determined that there are no critical audit matters.

/s/ Deloitte & Touche LLP

February 15, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

We served as the Company's auditor from 2004 to 2023.

Atlanta, Georgia

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cash and cash equivalents | | | $ | 103,825 | | | | | $ | 95,346 | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Restructuring costs | | | 5,196 | | | | | | — | | | | | | — | | |

*Rollins, Inc. and Subsidiaries*

| ​ | ​ | ​ |

| --- | --- | --- |

| | | |

/s/ GRANT THORNTON LLP

February 16, 2023

​

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described further in note 1 to the financial statements, the Company retains, up to certain policy-specified limits, risks related to claims under general liability, workers’ compensation and auto liability programs (“accrued insurance”).

Historical claims experience is utilized to estimate the current year accrual and the underlying provision for future claims under the retained loss programs.

This actuarially determined accrual and provision includes both reported and unreported claims and may be subsequently revised based on future developments relating to such claims.

We identified accrued insurance as a critical audit matter.

The principal considerations for our determination that accrued insurance is a critical audit matter are that the accrued insurance liability has a higher risk of estimation uncertainty due to the utilization of loss development factors and assumptions in actuarial methods used in determining the required liability.

The estimation uncertainty and complexity of the actuarial methods utilized involved especially subjective auditor judgment and an increased level of effort, including the involvement of an auditor-engaged actuarial specialist.

Our audit procedures related to accrued insurance included the following, among others:

| | ● | We obtained an understanding, evaluated the design and tested the operating effectiveness of key controls, including, but not limited to, controls that (1) determine that claims were reported and submitted accurately and timely, (2) determine the underlying data maintained by the Company and the third-party administrator used to develop the accrued insurance reserve was complete and accurate, and (3) determine the third-party actuarial report, including the assumptions, used in developing and recording the accrued insurance reserve was reviewed by the Company’s management. |

| | ● | We tested the completeness and accuracy of the underlying data maintained by the Company and the third-party administrator, which was submitted to the Company’s actuary to develop the accrued insurance reserve. |

| | ● | We utilized an auditor-engaged specialist in evaluating management’s methods and assumptions, including the reasonableness of the selected loss development factors, as well as performed a comparison of actual versus expected claims development to identify indicators of potential bias. The auditor-engaged specialist developed an independent estimate of the range of potential losses and compared to the accrued insurance reserve recorded by management. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

| ​ | | December 31, | | | December 31, | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | | ​ | ​ | | ​ | ​ | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

*​*

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | | | | | ​ | | | | | ​ | | Additional | | | Other | | | | ​ | ​ | | ​ |

| ​ | ​ | Common Stock | | | | ​ | Treasury | | | | ​ | Paid- In- | | ​ | Comprehensive | | ​ | Retained | | ​ | | ​ |

| ​ | | Shares | | Amount | | | Shares | | Amount | | | Capital | | | Income (Loss) | | | Earnings | | | Total | |

| Balance at December 31, 2019 | ​ | 491,146 | ​ | $ | 491,146 | | — | ​ | $ | — | ​ | $ | 89,413 | ​ | $ | (21,109) | ​ | $ | 273,659 | ​ | $ | 833,109 |

| Impact of adoption of ASC 326 | | ​ | ​ | | ​ | | | ​ | | | ​ | | | ​ | | | ​ | | 2,486 | ​ | ​ | 2,486 |

| Net income | | ​ | ​ | | ​ | | ​ | ​ | | | ​ | | | ​ | | | ​ | | 266,756 | ​ | | 266,756 |

| Cash dividends | | ​ | ​ | | ​ | | | ​ | | | ​ | | | ​ | | ​ | ​ | | (160,487) | | ​ | (160,487) |

| Stock compensation | | 802 | ​ | | 802 | | ​ | ​ | | ​ | ​ | | 20,315 | ​ | | | ​ | | (267) | | ​ | 20,850 |

| Employee stock buybacks | | (336) | ​ | | (336) | | ​ | ​ | | ​ | ​ | | (7,971) | ​ | | | ​ | | 32 | | ​ | (8,275) |

| Pension liability adjustment, net of tax | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — | ​ | ​ | ​ | ​ | | — |

| Interest rate swaps, net of tax | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 381 | ​ | ​ | ​ | ​ | | 381 |

| ​ | ​ | ​ | | ​ | ​ | | ​ | ​ | |

The Company has a Disclosure Committee, consisting of certain members of management to assist our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) in preparing the disclosures [removed: required under the SEC rules and to help ensure that the Company’s disclosure controls and procedures are properly implemented.]

The Disclosure Committee, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, [removed: 2022] [added: 2023] (the “Evaluation Date”).

Management’s Report on Internal Control Over Financial Reporting—Management’s Report on Internal Control Over Financial Reporting is contained on page [removed: 26.][added: [34](#i9eccd550acd1409894b0078cbac0c9f7_70).]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by [removed: Grant Thornton] [added: Deloitte & Touche] LLP, an independent registered public accounting firm, as stated in its report on page [removed: 27.][added: [35](#i9eccd550acd1409894b0078cbac0c9f7_659).]

Changes in Internal Controls—There were no changes in [removed: our] [added: the Company’s] internal control over financial [removed: reporting] [added: reporting, as defined in Rule 13a-15(f) under the Exchange Act,] during the [removed: fourth] quarter [removed: of 2022] [added: ended December 31, 2023] that [added: have] materially [removed: affected] [added: affected,] or are reasonably likely to materially [removed: affect these controls.][added: affect, the Company’s internal control over financial reporting.]

required under the SEC rules and to help ensure that the Company’s disclosure controls and procedures are properly implemented.

Rule 10b5-1 Trading Plans

*Securities Trading Plans of Directors and Executive Officers*

During the quarter ended December 31, 2023, the following executive officers and directors entered into, modified or terminated, contracts, instructions or written plans for the sale of the Company’s securities, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act, referred to as Rule 10b5-1 trading plans.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | Date of Adoption of the Rule 10b5-1 Trading Plan | | | Scheduled Expiration Date of the Rule 10b5-1 Trading Plan | | | Total Amount of Securities to Be Sold | | | Transactions Pursuant to 10b5-1 Trading Plan | | | Early Termination of the Rule 10b5-1 Trading Plan | | |

| Kenneth D. Krause Executive Vice President, Chief Financial Officer and Treasurer | | | December 13, 2023 | | | August 30, 2024 | | | 15,000 shares of Company common stock or lesser amount of shares received from January 1, 2024 vesting | | | Sales to occur in three tranches of 5,000 shares (or lesser amount of shares received from January 1, 2024 vesting) on or after March 13, 2024, April 13, 2024 and May 13, 2024, if certain limit prices are met | | | If all 15,000 shares are sold prior to the scheduled expiration date, the trading plan will terminate on such earlier date | | |

| John F. Wilson Vice Chairman | | | November 2, 2023 | | | November 4, 2024 | | | 40,000 shares of Company common stock | | | Sales occurred on February 5, 2024; however, such sales were rescinded through the broker's error account on February 9, 2024. | | | The trading plan was terminated as of February 9, 2024. | | |

In addition to the material terms noted in the table, pursuant to each of these trading plans, in accordance with Rule 10b5-1 of the Exchange Act, there is a mandatory waiting period or “cooling-off period” before the transactions contemplated by each trading plan can begin consisting of the later of (i) ninety days after the adoption date of the applicable trading plan or (ii) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which such plan was adopted.

In addition, each trading plan disclosed in this Item 9B includes certain representations made by the applicable officer as to (a) the possession of material, non-public information about the Company; (b) the fact that officer is adopting the plan in good faith and will continue to act in good faith with respect to all transactions contemplated by the plan; and (c) the existence of other trading arrangements pursuant to Rule 10b5-1 currently in effect or scheduled to take effect.

None

[removed: PART III][added: PART III]

The information required by this Item, except that set forth below regarding the Company’s code of ethics, will be set forth in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022,] [added: 2023,] or by the following business day.

In addition, the Company has adopted a Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party [removed: Transactions policy.][added: Transactions.]

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022,] [added: 2023,] or by the following business day.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022,] [added: 2023,] or by the following business day.

Information concerning certain relationships and related party transactions and director independence will be included in the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

Information regarding principal accounting fees and services will be included in the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

[removed: PART IV][added: PART IV]

[removed: | (a) | _Consolidated] [added: *(a)Consolidated] Financial Statements, Financial Statement Schedule and [removed: Exhibits._ |][added: Exhibits.*]

[removed: | 1. | | Consolidated] [added: 1.Consolidated] financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report. [removed: |]

[removed: | 2. | ​ | Exhibits] [added: 3.Exhibits] listed in the accompanying Index to Exhibits are filed as part of this report. [removed: The following such exhibits are management contracts or compensatory plans or arrangements: |]

| Exhibit No. | [added: | |] Exhibit Description | [added: | |] Incorporated By Reference | | | [added: | | | | | |] Filed Herewith | [added: | |]

| [removed: ​] | [removed: ​] | [added: | | | |] Form | [added: | |] Date | [added: | |] Number | | [added: | | | |]

| 2.1 | [added: | |] [Stock 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 Representative](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-1.htm) | [added: | |] 10-Q | [added: | |] April 26, 2019 | [added: | |] 10.1 | [removed: ​] | [added: | | | |]

| 2.2 | [added: | |] [Asset Purchase Agreement among King Distribution, Inc., a Delaware corporation, Geotech Supply Co., LLC, a California limited liability company, and Clarksons California Properties, California limited partnership](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-2.htm) | [added: | |] 10-Q | [added: | |] April 26, 2019 | [added: | |] 10.2 | [removed: ​] | [added: | | | |]

| 2.3 | [added: | |] [Real Estate Purchase Agreement by and between RCI – King, Inc., and Clarksons California Properties, a California limited partnership](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-3.htm) | [added: | |] 10-Q | [added: | |] April 26, 2019 | [added: | |] 10.3 | [removed: ​] | [added: | | | |]

| 3.1 | [added: | |] [Restated Certificate of Incorporation of Rollins, Inc., dated July 28, 1981](https://www.sec.gov/Archives/edgar/data/84839/000008483905000070/exhibit3ia.txt) | [added: | |] 10-Q | [added: | |] August 1, 2005 | [added: | |] (3)(i)(A) | [removed: ​] | [added: | | | |]

| 3.2 | [added: | |] [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated August 20, 1987](https://www.sec.gov/Archives/edgar/data/84839/000008483905000028/f03ib.txt) | [added: | |] 10-K | [added: | |] March 11, 2005 | [added: | |] (3)(i)(B) | [removed: ​] | [added: | | | |]

| 3.3 | [added: | |] [Certificate of Change of Location of Registered Office and of Registered Agent, dated March 22, 1994](https://www.sec.gov/Archives/edgar/data/84839/000008483905000070/exhibit3ic.txt) | [added: | |] 10-Q | [added: | |] August 1, 2005 | [added: | |] (3)(i)(C) | [removed: ​] | [added: | | | |]

| 3.5 | [added: | |] [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 26, 2011](https://www.sec.gov/Archives/edgar/data/84839/000155278115000273/e00088_ex3ie.htm) | [added: | |] 10-K | [added: | |] February 25, 2015 | [added: | |] (3)(i)(E) | [removed: ​] | [added: | | | |]

| 3.6 | [added: | |] [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 28, 2015](https://www.sec.gov/Archives/edgar/data/84839/000155278115000727/e00291_ex3.htm) | [added: | |] 10-Q | [added: | |] July 29, 2015 | [added: | |] (3)(i)(F) | [removed: ​] | [added: | | | |]

| 3.7 | [added: | |] [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 23, 2019](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex3.htm) | [added: | |] 10-Q | [added: | |] April 26, 2019 | [added: | |] (3)(i)(G) | [removed: ​] | [added: | | | |]

| 3.8 | [added: | |] [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 27, 2021](https://www.sec.gov/Archives/edgar/data/84839/000117120021000285/i21487_ex3-ih.htm) | [added: | |] 10-Q | [added: | |] July 30, 2021 | [added: | |] (3)(i)(H) | [removed: ​] | [added: | | | |]

| 3.9 | [added: | |] [Amended and Restated By-laws of Rollins, Inc., dated May 20, 2021](https://www.sec.gov/Archives/edgar/data/84839/000117120021000246/i21406_ex3-1.htm) | [added: | |] 8-K | [added: | |] May 24, 2021 | [added: | |] 3.1 | [removed: ​] | [added: | | | |]

| 4.1 | [added: | |] [Form of Common Stock Certificate of Rollins, Inc](https://www.sec.gov/Archives/edgar/data/84839/000104746999011738/0001047469-99-011738.txt). | [added: | |] 10-K | [added: | |] March 26, 1999 | [added: | |] (4) | [removed: ​] | [added: | | | |]

| 4.2 | [added: | |] [Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/84839/000117120020000103/i20108_ex4b.htm) | [added: | |] 10-K | [added: | |] February 28, 2020 | [added: | |] 4(b) | [removed: ​] | [added: | | | |]

| 10.1+ | [added: | |] [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, 2017](https://www.sec.gov/Archives/edgar/data/84839/000117120017000410/i17466_ex10-1.htm) | [added: | |] 10-Q | [added: | |] October 27, 2017 | [added: | |] 10.1 | [removed: ​] | [added: | | | |]

| 10.2* | [added: | |] [Rollins, Inc. Amended and Restated Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/84839/000091406205000692/rollinss81105ex41.txt) | [added: | |] S-8 | [added: | |] November 18, 2005 | [added: | |] 4.1 | [removed: ​] | [added: | | | |]

| 10.3* | [added: | |] [Form of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/84839/000091406205000692/rollinss81105ex42.txt) | [added: | |] S-8 | [added: | |] November 18, 2005 | [added: | |] 4.2 | [removed: ​] | [added: | | | |]

| 10.4* | [added: | |] [Forms of award agreements under the 2013 Cash Incentive Plan](https://www.sec.gov/Archives/edgar/data/84839/000117120017000077/i17072_ex10-d1.htm) | [added: | |] 10-K | [added: | |] February 24, 2017 | [added: | |] 10(d) | [removed: ​] | [added: | | | |]

| 10.5* | [added: | |] [2018 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/84839/000008483918000081/rol2018proxy.htm) | [added: | |] DEF 14A | [added: | |] March 21, 2018 | [added: | |] Appendix A | [removed: ​] | [added: | | | |]

| 10.6* | [added: | |] [Form of Restricted Stock Grant Agreement](https://www.sec.gov/Archives/edgar/data/84839/000008483908000071/exh10d.htm) | [added: | |] 8-K | [added: | |] April 28, 2008 | [added: | |] 10(d) | [removed: ​] | [added: | | | |]

| 10.7* | [added: | |] [Form of Time-Lapse Restricted Stock Agreement](https://www.sec.gov/Archives/edgar/data/84839/000110465912029465/a12-8764_1ex10d1.htm) | [added: | |] 10-Q | [added: | |] April 27, 2012 | [added: | |] 10.1 | [removed: ​] | [added: | | | |]

| 10.8* | [added: | |] [Form of Time-Lapse Restricted Stock Agreement of Non-Section 16 Reporting Persons](https://www.sec.gov/Archives/edgar/data/84839/000008483922000059/rol-20220930xex10d17.htm) | [added: | |] 10-Q | [added: | |] October 27, 2022 | [added: | |] 10.17 | [removed: ​] | [added: | | | |]

| 10.9* | [added: | |] [Form of Time-Lapse Restricted Stock Agreement for Section 16 Reporting Persons](https://www.sec.gov/Archives/edgar/data/84839/000008483922000059/rol-20220930xex10d18.htm) | [added: | |] 10-Q | [added: | |] October 27, 2022 | [added: | |] 10.18 | [removed: ​] | [added: | | | |]

| 10.10* | [added: | |] [Form of Rollins, Inc. Performance Share Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d10.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1010.htm)] | | | | [added: | | | | | | | |] X | [added: | |]

| 10.11* | [added: | |] [Rollins, Inc. [removed: 2023] [added: 2024] Executive Bonus Agreement–Gary W. [removed: Rollins](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d11.htm)] [added: Rollins](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1011.htm)] | | | | [added: | | | | | | | |] X | [added: | |]

| 10.12* | [added: | |] [Rollins, Inc. [removed: 2023] [added: 2024] Executive Bonus Agreement–Jerry E. Gahlhoff, [removed: Jr.](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d12.htm)] [added: Jr.](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1012.htm)] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] X | [added: | |]

| 10.13* | [added: | |] [Rollins, Inc. [removed: 2023] [added: 2024] Executive Bonus Agreement–Kenneth D. [removed: Krause](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d13.htm)] [added: Krause](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1013.htm)] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] X | [added: | |]

| 10.14* | [added: | |] [Rollins, Inc. [removed: 2023] [added: 2024] Executive Bonus Agreement–John F. [removed: Wilson](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d14.htm)] [added: Wilson](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1014.htm)] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] X | [added: | |]

| 10.15* | [added: | |] [Rollins, Inc. [removed: 2023] [added: 2024] Executive Bonus Agreement–Elizabeth B. [removed: Chandler](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d15.htm)] [added: Chandler](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1015.htm)] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] X | [added: | |]

| 10.16* | [added: | |] [Offer Letter dated July 25, 2022, between Kenneth D. Krause and the Company](https://www.sec.gov/Archives/edgar/data/84839/000008483922000059/rol-20220930xex10d19.htm) | [added: | |] 10-Q | [added: | |] October 27, 2022 | [added: | |] 10.19 | [removed: ​] | [added: | | | |]

| 10.17 | [added: | |] [Revolving Credit Agreement dated as of April 30, 2019 between Rollins, Inc. and SunTrust Bank and Bank of America, N.A](https://www.sec.gov/Archives/edgar/data/84839/000117120019000278/i19356_ex10-1.htm) | [added: | |] 10-K | [added: | |] February 28, 2020 | [added: | |] (10)(j) | [removed: ​] | [added: | | | |]

| 10.18 | [added: | |] [Amended 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 [removed: Lender*](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d12.htm)] [added: Lender*](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex10126165b.htm)] | [added: | |] 10-K | [added: | |] February 25, 2022 | [added: | |] 10.12 | | [added: | | | |]

| 10.19 | [added: | |] [Annex 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 [removed: Lender](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d13.htm)] [added: Lender](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex101321859.htm)] | [added: | |] 10-K | [added: | |] February 25, 2022 | [added: | |] 10.13 | | [added: | | | |]

| 10.20 | [added: | |] [Annex 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 [removed: Lender](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex10d14.htm)] [added: Lender](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex1014dc534.htm)] | [added: | |] 10-K | [added: | |] February 25, 2022 | [added: | |] 10.14 | | [added: | | | |]

| 21 | [added: | |] [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit21.htm)] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] X | [added: | |]

| [removed: 23.1] [added: 23.2] | [added: | |] [Consent of Grant Thornton LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/84839/000008483923000006/rol-20221231xex23d1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit232-gtconsent.htm)] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] X | [added: | |]