[8-K] ROLLINS INC Reports Material Event

Rhea-AI Filing Summary

Rollins, Inc. announced a secondary offering by existing holders. Two selling stockholders plan a public sale of $1.0 billion of Rollins common stock, with an underwriter option for up to an additional $150 million of shares. The company will not issue shares and will not receive proceeds.

Rollins intends to repurchase approximately $200 million of the shares being offered 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 is also conditioned on completion of the repurchase. Each selling stockholder is expected to enter a 365‑day lock‑up from the pricing date. The offering is subject to market and other conditions.

Insights

Capital markets analyst

Secondary sale with concurrent $200M company repurchase; neutral net.

Rollins disclosed a public secondary sale of $1.0 billion by two existing holders, plus an underwriter option for up to $150 million. The company will not issue shares and will not receive offering proceeds, indicating no direct equity dilution from issuance.

Separately, the company intends to repurchase approximately $200 million of the offered shares at the underwriter’s price. Both the offering and repurchase are mutually conditioned and expected to close concurrently, aligning execution. Each selling stockholder is expected to agree to a 365‑day lock‑up, limiting additional sales by them.

Net share count impact depends on final sizes and execution; cash outflow relates to the repurchase amount. Completion remains subject to market and other conditions and the mutual closing conditions described.

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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 launch of a public offering (the “Offering”) of $1.0 billion of 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. The Selling Stockholders will be the only selling stockholders and will grant to the underwriter an option to purchase up to an additional $150 million of 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 is expected to enter into a lock-up agreement 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.

In addition, subject to the closing of the Offering, the Company intends to repurchase approximately $200 million of the shares of common stock being offered in the Offering 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 Offering. The closing of the Offering is also conditioned on the completion of the Share Repurchase. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed. A copy of the press release 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)

FAQ

What did Rollins (ROL) announce regarding its common stock?

Existing stockholders plan a public offering of $1.0 billion of common stock, and the company will not issue shares or receive proceeds.

Is there an underwriter option in the Rollins (ROL) offering?

Yes. The selling stockholders will grant the underwriter an option to purchase up to $150 million of additional shares.

Will Rollins receive any proceeds from this offering?

No. Rollins will not receive proceeds because it is a secondary sale by existing stockholders.

What share repurchase did Rollins announce in connection with the offering?

Rollins intends to repurchase approximately $200 million of the offered shares at the same per‑share price paid by the underwriter.

Are there conditions to the offering and repurchase?

Yes. The share repurchase and offering are mutually conditioned and expected to close concurrently, subject to market and other conditions.

Are the selling stockholders subject to a lock-up?

Each selling stockholder is expected to enter a 365‑day lock‑up from the pricing date, restricting certain transactions in their shares.