Item 9B. Other Information
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
Securities Trading Plans of Directors and Executive Officers
During the three months ended December 31, 2025, the following directors and “officers” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, 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(c) 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 | ||||||||||||
| Elizabeth B. Chandler Chief Legal Officer, General Counsel and Corporate Secretary | November 26, 2025 | May 31, 2026 | Net shares of Company common stock obtained upon vesting of 22,722 shares subject to currently unvested restricted stock grants | Sales to occur on or after February 25, 2026, if certain limit prices are met and if restricted stock has vested | If all net shares of Company common stock obtained upon vesting of 22,722 shares subject to currently unvested restricted stock grants are sold prior to the scheduled expiration date, the trading plan will terminate on such earlier date |
Board Transition
On February 11, 2026, Gary W. Rollins informed the Board of Directors (the “Board”) of the Company that he will retire from the Board as of the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Rollins joined the Board in 1981, served as Chairman of the Board from 2020 until January 2025, and currently serves as Executive Chairman Emeritus of the Board. Mr. Gary W. Rollins will remain Chairman Emeritus and a non-voting participant at Rollins Board meetings. There has been no disagreement between Mr. Gary W. Rollins and the Company with respect to any matter relating to the Company’s operations, policies or practices.
On February 11, 2026, Timothy C. Rollins was nominated by the Board as a director nominee for election to the Board at the Annual Meeting. Timothy C. Rollins is the vice president and a director of LOR, Inc. Over the past three decades he has held several leadership positions with the Rollins family businesses, including Rollins Protective Service, Hydradyne Hydraulics and Ran Mar Construction. Mr. Timothy C. Rollins is also a director of Marine Products Corporation and RPC, Inc., two publicly traded companies, and serves on the board of trustees for Emory University. He also serves on the boards of the O. Wayne Rollins Foundation, and The Ma-Ran Foundation.
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