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Item 5. OTHER INFORMATION

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Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2024, the following executive officer entered into, modified or terminated, contracts, instructions or written plans for the sale of the Company’s securities, 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 TitleDate of Adoption of the Rule 10b5-1 Trading PlanScheduled Expiration Date of the Rule 10b5-1 Trading PlanTotal Amount of Securities to Be SoldTransactions Pursuant to 10b5-1 Trading PlanEarly Termination of the Rule 10b5-1 Trading Plan
Elizabeth B. Chandler Vice President, General Counsel and Corporate SecretaryMay 1, 2024May 1, 202514,056 shares of Company common stockSales to occur on or after August 1, 2024, if certain limit prices are metIf all 14,056 shares of Company common stock are sold prior to the scheduled expiration date, the trading plan will terminate on such earlier date

In addition to the material terms noted in the table, pursuant to this trading plan, 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 such 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 5 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.

Amended and Restated By-Laws

On July 23, 2024, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved the Amended and Restated By-Laws of Rollins, Inc. (the “By-Laws”), in order to, among other things:

  • declassify the Board and phase in one-year terms for all directors by 2027;

  • state that a director (other than a director serving in a class of directors) may be removed, with or without cause, by the holders of a majority of the shares;

  • update the advance notice provisions to, among other things, add certain disclosure requirements and conform requirements between the advance notice provisions for stockholder business and stockholder director nominations;

  • select the federal district courts as the exclusive forum for an action under the Securities Act of 1933; and

  • include certain other conforming, technical, and non-material changes.

The preceding is qualified in its entirety by reference to the By-Laws, which are filed herewith as Exhibit 3.8 and are incorporated herein by reference.

ROLLINS, INC. AND SUBSIDIARIES

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