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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

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

1.Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report.

2.All schedules have been omitted as not applicable, immaterial or disclosed in the Consolidated Financial Statements or notes thereto.

3.Exhibits listed in the accompanying Index to Exhibits are filed as part of this report.

Exhibit No.Exhibit DescriptionIncorporated By ReferenceFiled Herewith
FormDateNumber
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)
3.4Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 26, 201110-KFebruary 25, 2015(3)(i)(E)
3.5Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 28, 201510-QJuly 29, 2015(3)(i)(F)
3.6Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 23, 201910-QApril 26, 2019(3)(i)(G)
3.7Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 27, 202110-QJuly 30, 2021(3)(i)(H)
3.8Amended and Restated By-laws of Rollins, Inc., dated July 23, 202410-QJuly 25, 20243.8
4.1Form of Common Stock Certificate of Rollins, Inc.10-KMarch 26, 1999(4)
4.2Description of Registrant’s SecuritiesX
4.3Indenture, dated as of February 24, 2025, among Rollins, Inc., the subsidiary guarantors party thereto from time to time and Regions Bank, as trustee.8-KFebruary 24, 20254.1
4.4Registration Rights Agreement, dated as of February 24, 2025, among Rollins, Inc., the subsidiary guarantors party thereto, BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC.8-KFebruary 24, 20254.2
4.5Form of Note for Rollins, Inc.’s 5.25% Senior Notes due 2035 (attached as Exhibit A to the Indenture filed as Exhibit 4.3 to this Annual Report on Form 10-K).8-KFebruary 24, 20254.3
4.6First Supplemental Indenture, dated as of March 21, 2025, among Rollins, Inc., the subsidiary guarantors party thereto and Regions Bank, as trustee.8-KMarch 21, 20254.2
10.1*2018 Stock Incentive PlanDEF 14AMarch 21, 2018Appendix A
10.2*Offer Letter dated July 25, 2022, between Kenneth D. Krause and the Company10-QOctober 27, 202210.19
10.3Credit Agreement, dated as of February 24, 2023, among Rollins, as borrower, certain other subsidiaries of Rollins from time to time party thereto as borrowers, each lender from time to time party thereto and JPMorgan Chase, N.A., as administrative agent.8-KFebruary 27, 202310.1
10.4Registration Rights Agreement, dated as of June 5, 2023 between Rollins, Inc. and LOR, Inc.S-3June 5, 20234.11
10.5*Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors10-KFebruary 13, 202510.5
10.6*Form of Change-in-Control Severance and Restrictive Covenant Agreement entered into by the registrant with each of its executive officers10-KFebruary 13, 202510.6
10.7*Rollins, Inc. Amended and Restated Deferred Compensation Plan10-KFebruary 13, 202510.7

Table of Contents

10.8*Form of Time-Lapse Restricted Stock Agreement10-QApril 27, 201210.1
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 Agreement10-KFebruary 15, 202410.1
10.11*Form of 2024 Time-Lapse Restricted Stock Agreement for Section 16 Reporting Persons10-KFebruary 15, 202410.23
10.12*Form of 2024 Rollins Inc. Performance Share Unit Award Agreement10-KFebruary 15, 202410.24
10.13*Form of 2025 Time-Lapse Restricted Stock Agreement for Section 16 Reporting Persons10-KFebruary 13, 202510.13
10.14*Form of 2025 Rollins Inc. Performance Share Unit Award Agreement10-KFebruary 13, 202510.14
10.15*Form of 2026 Time-Lapse Restricted Stock Agreement for Section 16 Reporting PersonsX
10.16*Form of 2026 Rollins Inc. Performance Share Unit Award AgreementX
10.17*Rollins, Inc. 2026 Executive Bonus Agreement–Thomas D. TeshX
10.18*Rollins, Inc. 2026 Executive Bonus Agreement–John F. WilsonX
10.19*Rollins, Inc. 2026 Executive Bonus Agreement–Jerry E. Gahlhoff, Jr.X
10.20*Rollins, Inc. 2026 Executive Bonus Agreement–Kenneth D. KrauseX
10.21*Rollins, Inc. 2026 Executive Bonus Agreement–Elizabeth B. ChandlerX
10.22*Rollins, Inc. 2025 Executive Bonus Agreement–John F. Wilson10-KFebruary 13, 202510.20
10.23*Rollins, Inc. 2025 Executive Bonus Agreement–Jerry E. Gahlhoff, Jr.10-KFebruary 13, 202510.21
10.24*Rollins, Inc. 2025 Executive Bonus Agreement–Kenneth D. Krause10-KFebruary 13, 202510.22
10.25*Rollins, Inc. 2025 Executive Bonus Agreement–Elizabeth B. Chandler10-KFebruary 13, 202510.23
10.26*Rollins, Inc. 2025 Executive Bonus Agreement–Thomas D. Tesh10-KFebruary 13, 202510.24
10.27Form of Commercial Paper Dealer Agreement between Rollins, Inc., as issuer and the applicable Dealer party thereto.8-KMarch 21, 202510.1
10.28Amendment No. 1 to Credit Agreement dated as of March 21, 2025, by and among Rollins, Inc. the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.8-KMarch 21, 202510.2
19.1Rollins, Inc. Insider Trading Policy10-KFebruary 13, 202519.1
21Subsidiaries of RegistrantX
23.1Consent of Deloitte & Touche LLP, Independent Registered Public Accounting FirmX
24Powers of Attorney for DirectorsX
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 2002X
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 2002X
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 2002X
97.1Rollins, Inc. Incentive-Based Compensation Recovery Policy, effective as of October 2, 202310-KFebruary 15, 202497.10
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Schema DocumentX
101.CALInline XBRL Calculation Linkbase DocumentX
101.LABInline XBRL Labels Linkbase DocumentX
101.PREInline XBRL Presentation Linkbase DocumentX

Table of Contents

101.DEFInline XBRL Definition Linkbase DocumentX
104Cover Page Interactive Data File (embedded with the Inline XBRL document)X
  • Indicates management contract or compensatory plan or arrangement.

** 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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