Rollins prices 17,391,305-share secondary; plans $200M buyback

Rhea-AI Filing Summary

Rollins, Inc. announced the pricing of a secondary public offering of 17,391,305 shares of common stock at $57.50 per share by two existing stockholders, LOR, Inc. and Rollins Holding Company, Inc. The underwriter has an option to purchase up to an additional 2,608,695 shares. The company will not issue shares and will not receive proceeds from this sale. Both selling stockholders agreed to 365‑day lock‑ups from the pricing date.

Subject to the offering’s closing, Rollins agreed to repurchase 3,478,260 shares from the shares being sold for approximately $200 million at the same per‑share price paid by the underwriter to the selling stockholders. The share repurchase is conditioned on, and is expected to close concurrently with, the offering, and the offering’s closing is conditioned on completion of the repurchase. This structure facilitates a shareholder liquidity event while keeping the company’s share count partially offset through the buyback.

Insights

Capital markets analyst

Secondary sale priced; concurrent ~$200M buyback balances supply.

Rollins disclosed a secondary offering of 17,391,305 shares at $57.50 per share by existing holders, with an underwriter option for up to 2,608,695 additional shares. The company itself won’t issue shares or receive proceeds, making this a holder liquidity event rather than a primary capital raise.

Concurrently, the company agreed to repurchase 3,478,260 shares for approximately $200,000,000 at the same price. The buyback and offering are mutually conditioned and expected to close together, which can help manage near-term float dynamics. Both selling holders entered 365‑day lock‑ups starting from the pricing date, limiting further sales by them.

Key mechanics to track are the exercise of the underwriter’s option and final closing of both transactions. Subsequent filings may provide final settlement details and any changes in shares outstanding after closing.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ROL announce in this 8-K?

Rollins announced the pricing of a secondary offering of 17,391,305 shares at $57.50 per share by existing stockholders, with no shares issued by the company.

Will Rollins (ROL) receive any proceeds from the offering?

No. The company will not receive proceeds from the sale, as the shares are sold by existing stockholders.

Is there an underwriter option in the ROL offering?

Yes. The underwriter may purchase up to an additional 2,608,695 shares.

What buyback did ROL agree to alongside the offering?

Subject to closing, Rollins agreed to repurchase 3,478,260 shares for approximately $200 million at the same per‑share price paid by the underwriter.

Are there lock-ups related to the ROL secondary sale?

Yes. Each selling stockholder entered a 365‑day lock‑up from the pricing date, restricting certain transactions in their shares.

How are the offering and buyback linked for ROL?

The share repurchase is conditioned on, and expected to close concurrently with, the offering; the offering’s closing is also conditioned on completion of the repurchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/10/2025 - 07:51 PM Learn about SEC filing dates

0000084839false00000848392025-11-102025-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2025

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

Delaware			1-4422			51-0068479
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

2170 Piedmont Road, N.E.,
Atlanta,			Georgia			30324
(Address of principal executive offices)						(Zip code)

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

Not Applicable

(Former Name or Former Address, If changes since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

ROL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

Item 7.01    Regulation FD Disclosure

On November 10, 2025, Rollins, Inc. (the “Company”) announced the pricing of the previously announced public offering (the “Offering”) of 17,391,305 shares of its common stock, par value $1.00 per share (the “Common Stock”), held by LOR, Inc. and Rollins Holding Company, Inc. (together, the “Selling Stockholders”), two of the Company’s existing stockholders, at $57.50 per share. The Selling Stockholders have granted the underwriter an option to purchase up to an additional 2,608,695 shares of Common Stock. The Company will not issue shares in the Offering and will not receive any proceeds from the Offering. In connection with the Offering, each of the Selling Stockholders has entered into lock-up agreements for a period of 365 days from the pricing date of the Offering, during which time the Selling Stockholders will be restricted from engaging in certain transactions with respect to their shares of Common Stock.

Subject to the closing of the Offering, the Company has agreed to repurchase 3,478,260 of the shares of common stock being offered in the Offering for approximately $200 million at the same per share price to be paid by the underwriter to the Selling Stockholders in the Offering (the “Share Repurchase”). The completion of the Share Repurchase is conditioned on, and is expected to close concurrently with, the closing of the Offering. The closing of the Offering is also conditioned on the completion of the Share Repurchase. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this report (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release issued by Rollins, Inc., dated November 10, 2025
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ROLLINS, INC.
Date: November 10, 2025			By:			/s/ Kenneth D. Krause
			Name:			Kenneth D. Krause
			Title:			Executive Vice President and Chief Financial Officer
						(Principal Financial Officer)