October 22, 2026 - 10-Q: Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-4422



ROLLINS, INC. (Exact name of registrant as specified in its charter)


Delaware						51-0068479
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2170 Piedmont Road, N.E., Atlanta, Georgia

(Address of principal executive offices)

30324

(Zip Code)

(404) 888-2000

(Registrant’s telephone number, including area code)

___________________________________________________

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	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Rollins, Inc. had 478,045,280 shares of its $1 par value Common Stock outstanding as of October 12, 2026.

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ROLLINS, INC. AND SUBSIDIARIES

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		Pages

PART I	FINANCIAL INFORMATION	3

ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	4
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	6
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	8
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43
ITEM 4.	CONTROLS AND PROCEDURES	44

PART II	OTHER INFORMATION	45

ITEM 1.	LEGAL PROCEEDINGS	45
ITEM 1A.	RISK FACTORS	45
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	46
ITEM 4.	MINE SAFETY DISCLOSURES	46
ITEM 5.	OTHER INFORMATION	47
ITEM 6.	EXHIBITS	48

SIGNATURES		49

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ROLLINS, INC. AND SUBSIDIARIES

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025

(in thousands except share data)

(unaudited)


	September 30, 2026		December 31, 2025
ASSETS
Cash and cash equivalents	$	129,050	$	100,004
Trade receivables, net of allowance for expected credit losses of $21,856 and $23,528, respectively	255,872		202,518
Financed receivables, short-term, net of allowance for expected credit losses of $3,781 and $3,112, respectively	48,824		44,723
Materials and supplies	42,215		42,982
Real estate assets held for sale	13,686		—
Other current assets	123,178		82,455
Total current assets	612,825		472,682
Equipment and property, net of accumulated depreciation of $243,714 and $237,815, respectively	111,031		126,187
Goodwill	1,466,429		1,374,664
Customer contracts, net	410,414		407,516
Trademarks & tradenames, net	173,082		166,779
Other intangible assets, net	6,336		8,089
Operating lease right-of-use assets	394,264		424,528
Financed receivables, long-term, net of allowance for expected credit losses of $10,045 and $7,922, respectively	119,701		110,057
Other assets	64,706		50,021
Total assets	$	3,358,788	$	3,140,523
LIABILITIES
Short-term debt	$	239,562	$	123,683
Accounts payable	74,249		44,361
Accrued insurance - current	51,588		44,123
Accrued compensation and related liabilities	126,097		128,259
Unearned revenues	192,825		187,670
Operating lease liabilities - current	137,157		137,410
Other current liabilities	165,165		120,019
Total current liabilities	986,643		785,525
Accrued insurance, less current portion	95,677		79,157
Operating lease liabilities, less current portion	261,402		290,765
Long-term debt	487,587		486,147
Other long-term accrued liabilities	137,021		124,608
Total liabilities	1,968,330		1,766,202
Commitments and contingencies (see Note 9)
STOCKHOLDERS’ EQUITY
Preferred stock, without par value; 500,000 shares authorized, zero shares issued	—		—
Common stock, par value $1 per share; 800,000,000 shares authorized, 478,012,174 and 481,193,751 shares issued and outstanding, respectively	478,012		481,194
Additional paid in capital	190,195		179,406
Accumulated other comprehensive (loss) income	(26,548)		(25,194)
Retained earnings	748,799		738,915
Total stockholders’ equity	1,390,458		1,374,321
Total liabilities and stockholders’ equity	$	3,358,788	$	3,140,523

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(in thousands except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
REVENUES
Customer services	$	1,089,670	$	1,026,106	$	3,074,670	$	2,848,137
COSTS AND EXPENSES
Cost of services provided (exclusive of depreciation and amortization below)	506,767		467,450		1,460,919		1,329,445
Sales, general and administrative	326,771		301,404		944,666		859,513

Depreciation and amortization	33,273		32,231		99,381		93,177
Total operating expenses	866,811		801,085		2,504,966		2,282,135
OPERATING INCOME	222,859		225,021		569,704		566,002
Interest expense, net	10,669		7,942		28,911		21,118
Other (income) expense, net	(400)		(350)		1,351		(1,334)
CONSOLIDATED INCOME BEFORE INCOME TAXES	212,590		217,429		539,442		546,218
PROVISION FOR INCOME TAXES	54,663		53,902		129,767		135,954
NET INCOME	$	157,927	$	163,527	$	409,675	$	410,264
NET INCOME PER SHARE - BASIC AND DILUTED	$	0.33	$	0.34	$	0.85	$	0.85
Weighted average shares outstanding – basic	478,970		484,635		480,567		484,565
Weighted average shares outstanding – diluted	478,978		484,670		480,586		484,598
DIVIDENDS PAID PER SHARE	$	0.1825	$	0.1650	$	0.5475	$	0.4950

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
NET INCOME	$	157,927	$	163,527	$	409,675	$	410,264
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	910		(4,437)		(1,477)		16,066
Pension settlement	—		—		—		493
Unrealized (loss) gain on available for sale securities	(16)		86		123		117

Other comprehensive income (loss), net of tax	894		(4,351)		(1,354)		16,676
Comprehensive income	$	158,821	$	159,176	$	408,321	$	426,940

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(in thousands)

(unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
	Shares	Amount
Balance at June 30, 2026	481,124	$	481,124	$	180,952	$	(27,442)	$	794,963	$	1,429,597
Net income	—	—		—		—		157,927		157,927
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—	—		—		910		—		910

Unrealized (loss) gain on available for sale securities	—	—		—		(16)		—		(16)
Dividends	—	—		—		—		(87,205)		(87,205)
Stock compensation	(2)	(2)		10,295		—		—		10,293
Shares withheld for payment of employee taxes	(1)	(1)		(69)		—		—		(70)
Repurchase and retirement of common stock, including excise tax	(3,109)	(3,109)		(983)		—		(116,886)		(120,978)
Balance at September 30, 2026	478,012	$	478,012	$	190,195	$	(26,548)	$	748,799	$	1,390,458


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
	Shares	Amount
Balance at June 30, 2025	484,640	$	484,640	$	159,824	$	(22,607)	$	822,014	$	1,443,871
Net income	—	—		—		—		163,527		163,527
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	—	—		—		(4,437)		—		(4,437)

Unrealized gain (loss) on available for sale securities	—	—		—		86		—		86
Dividends	—	—		—		—		(80,077)		(80,077)
Stock compensation	(11)	(11)		10,066		—		—		10,055
Shares withheld for payment of employee taxes	(1)	(1)		(976)		—		—		(977)

Balance at September 30, 2025	484,628	$	484,628	$	168,914	$	(26,958)	$	905,464	$	1,532,048

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(in thousands)

(unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
	Shares	Amount
Balance at December 31, 2025	481,194	$	481,194	$	179,406	$	(25,194)	$	738,915	$	1,374,321
Net income	—	—		—		—		409,675		409,675
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	—	—		—		(1,477)		—		(1,477)

Unrealized gain (loss) on available for sale securities	—	—		—		123		—		123
Dividends	—	—		—		—		(263,267)		(263,267)
Stock compensation	677	677		34,279		—		—		34,956
Shares withheld for payment of employee taxes	(368)	(368)		(22,507)		—		—		(22,875)
Repurchase and retirement of common stock, including excise tax	(3,491)	(3,491)		(983)		—		(136,524)		(140,998)
Balance at September 30, 2026	478,012	$	478,012	$	190,195	$	(26,548)	$	748,799	$	1,390,458


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
	Shares	Amount
Balance at December 31, 2024	484,372	$	484,372	$	155,205	$	(43,634)	$	734,650	$	1,330,593
Net income	—	—		—		—		410,264		410,264
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—	—		—		16,066		—		16,066
Pension settlement	—	—		—		493		—		493
Unrealized gain (loss) on available for sale securities	—	—		—		117		—		117
Dividends	—	—		—		—		(239,450)		(239,450)
Stock compensation	555	555		29,309		—		—		29,864
Shares withheld for payment of employee taxes	(299)	(299)		(15,600)		—		—		(15,899)

Balance at September 30, 2025	484,628	$	484,628	$	168,914	$	(26,958)	$	905,464	$	1,532,048

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2026		2025
OPERATING ACTIVITIES
Net income	$	409,675	$	410,264
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	99,381		93,177
Stock-based compensation expense	31,786		29,864
Provision for expected credit losses	27,977		24,744
Loss (gain) on sale of assets, net	1,590		(1,334)
Provision for deferred income taxes	2,053		16,317
Other operating activities, net	2,067		(145)
Changes in operating assets and liabilities:
Trade accounts receivable	(79,360)		(59,807)
Financing receivables	(13,495)		(17,785)
Materials and supplies	653		(2,401)
Other current assets	(40,972)		(18,676)
Accounts payable and accrued expenses	80,987		25,027
Unearned revenue	4,015		16,276
Other long-term assets and liabilities	6,375		(2,158)
Net cash provided by operating activities	532,732		513,363
INVESTING ACTIVITIES
Acquisitions, net of cash acquired	(162,646)		(288,308)
Capital expenditures	(19,932)		(22,360)
Proceeds from sale of assets	2,023		5,886
Other investing activities, net	2,955		1,967
Net cash used in investing activities	(177,600)		(302,815)
FINANCING ACTIVITIES
Payment of contingent consideration	(17,914)		(7,773)
Issuance of senior notes	—		492,215

Borrowings under revolving commitment	—		11,000
Borrowings under commercial paper, net	125,132		—
Repayments of revolving commitment	—		(408,000)
Payment of debt issuance costs	—		(6,087)
Payment of dividends	(263,146)		(239,450)
Cash paid for common stock purchased	(162,891)		(18,573)
Other financing activities, net	(6,314)		1,523
Net cash used in financing activities	(325,133)		(175,145)
Effect of exchange rate changes on cash	(953)		2,324
Net increase in cash and cash equivalents	29,046		37,727
Cash and cash equivalents at beginning of period	100,004		89,630
Cash and cash equivalents at end of period	$	129,050	$	127,357
Supplemental disclosure of cash flow information:
Cash paid for interest	$	33,956	$	19,526
Cash paid for income taxes, net	$	106,495	$	110,830
Non-cash additions to operating lease right-of-use assets	$	83,287	$	110,868

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NOTE 1. BASIS OF PREPARATION

Basis of Preparation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, the instructions to Form 10-Q and applicable sections of Securities and Exchange Commission ("SEC") regulation S-X, and therefore do not include all information and footnotes required by U.S. GAAP for complete financial statements. There have been no material changes in the Company’s significant accounting policies or the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Rollins, Inc. (including its subsidiaries unless the context otherwise requires, “Rollins,” “we,” “us,” “our,” or the “Company”) for the year ended December 31, 2025. Accordingly, the quarterly condensed consolidated financial statements and related disclosures herein should be read in conjunction with the 2025 Annual Report on Form 10-K.

The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements. The Company considered the impact of economic trends on the assumptions and estimates used in preparing the condensed consolidated financial statements. In the opinion of management, all material adjustments necessary for a fair presentation of the Company’s financial results for the quarter have been made. These adjustments are of a normal recurring nature but complicated by the continued uncertainty surrounding economic trends. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of results for the entire year. The severity, magnitude and duration of certain economic trends continue to be uncertain and are difficult to predict. Therefore, our accounting estimates and assumptions may change over time in response to economic trends and may change materially in future periods.

Assets held for sale

Certain properties, consisting of parcels of land and commercial buildings, met the held for sale classification criteria as of September 30, 2026. The assets meet the criteria for classification as held for sale as the Company has committed to a plan to sell the assets and they are available for immediate sale in their present condition and expected to sell within 12 months. The assets held for sale are recorded at the lower of their carrying value or fair value less estimated cost to sell. The Company had $13.7 million of assets held for sale as of September 30, 2026 and no assets held for sale as of December 31, 2025. The Company plans to sell and immediately lease these properties as they are still used as part of operations.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The guidance provides an optional practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. The Company adopted the ASU effective January 1, 2026 on a prospective basis and elected the practical expedient for the calculation of current expected credit losses. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting standards issued but not yet adopted

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification ("ASC"). These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not

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ROLLINS, INC. AND SUBSIDIARIES

removed the requirements by that date. Early adoption is prohibited. The Company does not expect that the application of this standard will have a material impact on its condensed consolidated financial statements or disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance modernizes and clarifies the threshold for when an entity is required to start capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The requirements will be applied prospectively with the option for a modified or retrospective application. Early adoption is permitted as of the beginning of an annual reporting period. The Company does not expect that the application of this standard will have a material impact on its condensed consolidated financial statements or disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update improves the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

NOTE 3. ACQUISITIONS

Romex Pest Control Acquisition

On April 1, 2026, the Company acquired 100% of Romex Pest Control, LLC ("Romex") for $95.7 million. The Company funded this acquisition using cash on hand and borrowings under the commercial paper program.

The acquisition expanded the Rollins family of brands, and management believes the acquisition will drive long-term value given Romex's attractive financial profile and complementary end market exposure.

The Romex acquisition has been accounted for as a business combination, and Romex's results of operations are included in the Company's operations from the acquisition date. During the three and nine months ended September 30, 2026, Romex contributed revenues of $10.1 million and $20.3 million, respectively, and net earnings of $0.7 million and $1.5 million, respectively.

The valuation of the Romex acquisition was performed by a third party valuation specialist under management’s supervision. The preliminary values of identified assets acquired and liabilities assumed as of September 30, 2026 are summarized as follows:

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(in thousands)	Initial Preliminary Allocation as of 4/1/2026		Measurement Period Adjustments		Updated Preliminary Allocation as of 4/1/2026
Cash	$	1,412	$	—	$	1,412
Accounts receivable	806		8		814
Materials and supplies	345		—		345
Other current assets	276		2		278
Equipment and property	3,131		—		3,131
Goodwill	46,223		30		46,253
Customer contracts	38,600		—		38,600
Trademarks & tradenames	7,300		—		7,300
Operating lease right-of-use assets	851		—		851
Accounts payable	(117)		—		(117)
Accrued compensation and related liabilities	(608)		—		(608)
Other current liabilities	(1,364)		(40)		(1,404)
Operating lease liabilities	(851)		—		(851)
Unearned revenue	(287)		—		(287)
Assets acquired and liabilities assumed	$	95,717	$	—	$	95,717

Included in the total consideration above are cash payments of $85.5 million made upon closing, contingent consideration valued at $5.2 million that is based on Romex's expected financial performance in the two years following the acquisition, and holdback liabilities valued at $5.0 million to be held by the Company to settle indemnity claims and purchase price adjustments. The fair value of the contingent consideration was estimated using a Monte Carlo simulation. During the three and nine months ended September 30, 2026, we recognized a charge of $0.9 million and $1.8 million, respectively, related to adjustments to the fair value of contingent consideration resulting from the acquisition of Romex. These adjustments are reported in sales, general and administrative expenses on our condensed consolidated statement of income.

The acquired Romex customer contracts are estimated to have a remaining useful life of 9.5 years. The acquired trademarks and tradenames are expected to have an indefinite useful life. See Note 6, Goodwill and Intangible Assets, for further details.

Goodwill from this acquisition represents the excess of the purchase price over the fair value of net assets of the business acquired. The factors contributing to the amount of goodwill are based on strategic and synergistic benefits that are expected to be realized. The recognized goodwill is expected to be deductible for tax purposes.

Pro Forma Financial Information

The following table presents unaudited consolidated pro forma information as if the acquisition of Romex had occurred on January 1, 2025. The information presented below is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had actually occurred as of the beginning of such years or results which may be achieved in the future.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Revenues	$	1,089,670	$	1,035,611	$	3,083,191	$	2,874,200
Net income	157,186		164,223		408,906		412,354

The information adjusts for the effects of material business combination items, including the alignment of accounting policies, the effect of fair value adjustments including the amortization of acquired intangible assets, and income tax effects.

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Other 2026 Acquisitions

The Company made 15 other acquisitions during the nine months ended September 30, 2026. The aggregate preliminary values of major classes of assets acquired and liabilities assumed recorded at the dates of acquisition are summarized as follows:


(in thousands)	2026
Cash	$	7
Accounts receivable	2,252
Materials and supplies	514

Equipment and property	2,915
Goodwill	44,870
Customer contracts	33,619
Trademarks & tradenames	1,582

Accrued compensation and related liabilities	(160)

Unearned revenue	(920)
Other assets and liabilities, net	2,070
Assets acquired and liabilities assumed	$	86,749

Included in the total consideration of $86.7 million are acquisition holdback liabilities of $8.1 million.

Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets of businesses acquired. The factors contributing to the amount of goodwill are based on strategic and synergistic benefits that are expected to be realized. A majority of the recognized goodwill is expected to be deductible for tax purposes. Valuations of certain assets and liabilities, including intangible assets and goodwill, as of the acquisition date have not been finalized at this time and are provisional.

Saela Pest Control Acquisition

On April 1, 2025, the Company acquired 100% of Saela Holdings, LLC ("Saela") for $207.2 million. The Company funded this acquisition using cash on hand and borrowings under the commercial paper program.

The acquisition expanded the Rollins family of brands, and management believes the acquisition will drive long-term value given Saela's attractive financial profile and complementary end market exposure.

The Saela acquisition was accounted for as a business combination, and Saela's results of operations are included in the Company's operations from the acquisition date.

The valuation of the Saela acquisition was performed by a third party valuation specialist under management’s supervision. The values of identified assets acquired and liabilities assumed were finalized as of March 31, 2026 and are summarized as follows:

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(in thousands)	Final Fair Value
Cash	$	1,522
Accounts receivable	805
Materials and supplies	573
Other current assets	414
Equipment and property	4,657
Goodwill	129,262
Customer contracts	56,300
Trademarks & tradenames	17,300
Operating lease right-of-use assets	991
Accounts payable	(1,984)
Accrued compensation and related liabilities	(1,064)
Other current liabilities	(558)
Operating lease liabilities	(991)
Assets acquired and liabilities assumed	$	207,227

Included in the total consideration above were cash payments of $193.7 million made upon closing, contingent consideration valued at $8.8 million that is based on Saela's expected financial performance in the two years following the acquisition, and holdback liabilities valued at $4.7 million to be held by the Company to settle indemnity claims and purchase price adjustments. The fair value of the contingent consideration was estimated using a Monte Carlo simulation. During the three and nine months ended September 30, 2026, we recognized a benefit of $0.3 million and a charge of $1.3 million, respectively, related to adjustments to the fair value of contingent consideration resulting from the acquisition of Saela. These adjustments are reported in sales, general and administrative expenses on our condensed consolidated statement of income.

The acquired Saela customer contracts were estimated to have a remaining useful life of 7 years. The acquired trademarks and tradenames are expected to have an indefinite useful life. See Note 6, Goodwill and Intangible Assets, for further details.

Pro Forma Financial Information

The following table presents unaudited consolidated pro forma information as if the acquisition of Saela had occurred on January 1, 2024. This information presented below is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had actually occurred as of the beginning of such years or results which may be achieved in the future.


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2025			2025
Revenues	$	1,026,106		$	2,863,418
Net income	162,666			408,052

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NOTE 4. REVENUE

Revenue, classified by the major geographic areas in which our customers are located, was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
United States	$	1,013,033	$	952,677	$	2,855,700	$	2,643,928
Other countries	76,637		73,429		218,970		204,209
Total revenues	$	1,089,670	$	1,026,106	$	3,074,670	$	2,848,137

Revenue from external customers, classified by significant service offering, was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Residential revenues	$	499,682	$	476,271	$	1,375,031	$	1,288,249
Commercial revenues	360,685		334,956		1,020,324		939,803
Termite and ancillary revenues	217,930		204,670		647,504		588,655
Franchise revenues	4,647		4,312		12,828		11,990
Other revenues	6,726		5,897		18,983		19,440
Total revenues	$	1,089,670	$	1,026,106	$	3,074,670	$	2,848,137

The Company records unearned revenue when we have either received payment or contractually have the right to bill for services in advance of the services or performance obligations being performed. Unearned revenue recognized as revenues in the three months ended September 30, 2026 and 2025 was $76.5 million and $69.9 million, respectively. Unearned revenue recognized in the nine months ended September 30, 2026 and 2025 was $225.3 million and $205.8 million, respectively. Changes in unearned revenue were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Beginning balance	$	249,242	$	243,459	$	232,986	$	223,872
Deferral of unearned revenue	75,064		71,100		240,171		226,581
Recognition of unearned revenue	(76,488)		(69,881)		(225,339)		(205,775)
Ending balance	$	247,818	$	244,678	$	247,818	$	244,678

As of September 30, 2026 and December 31, 2025, the Company had long-term unearned revenue of $55.0 million and $45.3 million, respectively, recorded in other long-term accrued liabilities on our condensed consolidated statements of financial position. Unearned short-term revenue is recognized over the next 12-month period. During the three and nine months ended September 30, 2026, we recognized approximately $46.9 million and $140.8 million of revenue that was included in the balance of unearned revenue at December 31, 2025. During the three and nine months ended September 30, 2025, we recognized approximately $45.2 million and $135.6 million of revenue that was included in the balance of unearned revenue at December 31, 2024. The majority of unearned long-term revenue is recognized over a period of five years or less with immaterial amounts recognized through 2036.

Incremental Costs of Obtaining a Contract with a Customer

Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, primarily sales commissions. These costs are recorded as an asset and

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amortized to expense over the life of the contract to the extent such costs are expected to be recovered. As of September 30, 2026 and December 31, 2025 we have $67.6 million and $39.1 million of unamortized capitalized costs to obtain a contract, respectively, of which $50.1 million and $28.9 million, respectively, is recorded within other current assets and $17.5 million and $10.2 million, respectively, is recorded within other assets on our condensed consolidated statements of financial position. Amortization of capitalized costs is recorded within sales, general and administrative expense on our condensed consolidated statements of income. During the three and nine months ended September 30, 2026, we recorded approximately $12.4 million and $32.4 million in amortization of capitalized costs, respectively. During the three and nine months ended September 30, 2025, we recorded approximately $9.4 million and $24.4 million in amortization of capitalized costs, respectively.

NOTE 5. ALLOWANCE FOR EXPECTED CREDIT LOSSES

The Company is exposed to credit losses primarily related to accounts receivable and financed receivables derived from customer services revenue. To reduce credit risk for residential accounts receivable, we promote enrollment in our auto-pay programs. In general, we may suspend future services for customers with past due balances. The Company’s credit risk is generally low, as Rollins’ customer base is comprised of a large number of individual customers and dispersed across many different geographical regions.

The Company manages its financed receivables on an aggregate basis when assessing and monitoring credit risks. The Company’s established credit evaluation and monitoring procedures seek to minimize the amount of business we conduct with higher risk customers. The credit quality of a potential obligor is evaluated at the loan origination based on an assessment of the individual’s credit score. Rollins requires a potential obligor to have good credit worthiness with low risk before entering into a contract. Depending upon the individual’s credit score, the Company may accept with 100% financing, require a significant down payment or turn down the contract. Delinquent accounts are monitored each month. Financed receivables include installment receivable amounts, some of which are due subsequent to one year from the balance sheet dates.

The Company’s allowances for credit losses for trade accounts receivable and financed receivables are developed using historical collection experience, current economic and market conditions, reasonable and supportable forecasts, and a review of the current status of customers’ receivables. The Company’s receivable pools are classified between residential customers, commercial customers, large commercial customers, and financed receivables. Accounts are written off against the allowance for credit losses when the Company determines that amounts are uncollectible, and recoveries of amounts previously written off are recorded when collected. The Company stops accruing interest on these receivables when they are deemed uncollectible. Below is a roll forward of the Company’s allowance for credit losses for the three and nine months ended September 30, 2026 and 2025.


	Allowance for Credit Losses
(in thousands)	Trade Receivables		Financed Receivables		Total Receivables
Balance at December 31, 2025	$	23,528	$	11,034	$	34,562
Provision for expected credit losses	5,071		2,751		7,822
Write-offs charged against the allowance	(8,127)		(2,321)		(10,448)
Recoveries collected	1,536		184		1,720
Balance at March 31, 2026	$	22,008	$	11,648	$	33,656
Provision for expected credit losses	6,621		2,916		9,537
Write-offs charged against the allowance	(9,206)		(1,714)		(10,920)
Recoveries collected	1,579		126		1,705
Balance at June 30, 2026	$	21,002	$	12,976	$	33,978
Provision for expected credit losses	8,150		2,468		10,618
Write-offs charged against the allowance	(8,857)		(1,748)		(10,605)
Recoveries collected	1,561		130		1,691
Balance at September 30, 2026	$	21,856	$	13,826	$	35,682

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	Allowance for Credit Losses
(in thousands)	Trade Receivables		Financed Receivables		Total Receivables
Balance at December 31, 2024	$	19,770	$	8,686	$	28,456
Provision for expected credit losses	8,081		2,649		10,730
Write-offs charged against the allowance	(5,428)		(2,460)		(7,888)
Recoveries collected	1,276		241		1,517
Balance at March 31, 2025	$	23,699	$	9,116	$	32,815
Provision for expected credit losses	3,031		2,700		5,731
Write-offs charged against the allowance	(5,057)		(2,339)		(7,396)
Recoveries collected	1,209		286		1,495
Balance at June 30, 2025	$	22,882	$	9,763	$	32,645
Provision for expected credit losses	5,088		3,195		8,283
Write-offs charged against the allowance	(6,769)		(2,372)		(9,141)
Recoveries collected	1,220		286		1,506
Balance at September 30, 2025	$	22,421	$	10,872	$	33,293

NOTE 6. GOODWILL AND INTANGIBLE ASSETS

The following table summarizes changes in goodwill during the nine months ended September 30, 2026:


(in thousands)
Balance at December 31, 2025	$	1,374,664
Additions	91,093

Measurement period adjustments	807
Adjustments due to currency translation and other	(135)
Balance at September 30, 2026	$	1,466,429

The following table sets forth the components of indefinite-lived and amortizable intangible assets as of September 30, 2026 and December 31, 2025.


	September 30, 2026						December 31, 2025
(in thousands)	Gross		Accumulated Amortization		Carrying Value		Gross		Accumulated Amortization		Carrying Value		Useful Life in Years
Amortizable intangible assets:
Customer contracts	$	795,573	$	(385,159)	$	410,414	$	741,568	$	(334,052)	$	407,516	3-20
Trademarks and tradenames	27,706		(18,951)		8,755		26,136		(16,388)		9,748		7-20
Other intangible assets	28,176		(21,840)		6,336		28,240		(20,151)		8,089		3-20
Total amortizable intangible assets	$	851,455	$	(425,950)	$	425,505	$	795,944	$	(370,591)	$	425,353

Indefinite-lived intangible assets					164,327						157,031
Total intangible assets, excluding goodwill					$	589,832					$	582,384

Amortization expense related to intangible assets was $24.5 million and $23.7 million for the three months ended September 30, 2026 and 2025, respectively. Amortization expense related to intangible assets was $73.2 million and $67.4 million for the nine months ended September 30, 2026 and 2025, respectively. Amortizable intangible assets are amortized on a straight-line basis over their economic useful lives.

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Estimated amortization expense for the existing carrying amount of amortizable intangible assets for each of the five succeeding fiscal years as of September 30, 2026 are as follows:


(in thousands)
2026 (excluding the nine months ended September 30, 2026)	$	24,119
2027	95,298
2028	86,171
2029	71,633
2030	50,181

NOTE 7. DEBT

Short-term Debt

Commercial Paper Program

In March 2025, we established a commercial paper program under which we may issue unsecured commercial paper up to a total of $1 billion outstanding at any time, with maturities of up to 397 days from the date of issue. Borrowings under this program are generally outstanding for 30 days or less. The net proceeds from the issuance of commercial paper are used for various purposes, including general corporate purposes and funding for acquisitions. Information with respect to our outstanding commercial paper borrowings is as follows:


(in thousands)	September 30, 2026			December 31, 2025
Outstanding borrowings (1)	$	239,562		$	114,430
Weighted average annual interest rate	4.17		%	3.94		%
Weighted average remaining term	6.5 days			6.3 days

(1) Outstanding commercial paper borrowings are net of unamortized discount and are presented under the short-term debt caption of our condensed consolidated statements of financial position.

Bank Overdrafts

As of September 30, 2026, we had no bank overdrafts. As of December 31, 2025, we had $9.3 million of bank overdrafts.

Long-term Debt

Components of long-term debt were as follows:


(in thousands)	September 30, 2026		December 31, 2025
2035 Senior Notes	$	500,000	$	500,000
Revolving Credit Facility	—		—
Total long-term debt	$	500,000	$	500,000

Less: unamortized debt discount	(6,542)		(7,125)
Less: unamortized debt issuance costs	(5,871)		(6,728)

Total long-term debt, net	$	487,587	$	486,147

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2035 Senior Notes and Exchange Offer

In February 2025, we issued ten-year notes with an aggregate principal amount of $500 million due on February 24, 2035 (the “2035 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A under the Securities Act. We issued the 2035 Senior Notes at 98.443% of par, representing a discount of $7.8 million and paid approximately $6.1 million for debt issuance costs. The interest is payable semi-annually in arrears on February 24 and August 24 of each year at 5.25% per annum, beginning on August 24, 2025, and the entire principal amount is due at the time of maturity. We used the net proceeds from this offering primarily to repay outstanding borrowings under the Revolving Credit Facility, as defined below, as well as for general corporate purposes.

The 2035 Senior Notes are senior unsecured obligations of the Company and, at the time of issuance, were guaranteed by the Company’s subsidiaries that were guarantors under its Revolving Credit Facility, provided for by the Credit Agreement defined below. Subsequent to the issuance of the 2035 Senior Notes, and described further below, we amended our Credit Agreement to release the Company's subsidiaries as guarantors, which also released them as guarantors on the 2035 Senior Notes.

The indenture governing the 2035 Senior Notes contains customary covenants that limit the Company and its subsidiaries’ ability to, among other things, incur liens and certain types of indebtedness. The indenture also provides for customary events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2035 Senior Notes to be due and payable immediately. We were in compliance with all covenants as of September 30, 2026.

On May 6, 2025, we commenced an offer to exchange $500 million of the 2035 Senior Notes privately placed in February 2025 (“Initial Notes”) for the $500 million of the 2035 Senior Notes that have been registered under the Securities Act of 1933 (“Exchange Notes”). Approximately 99.7% of the $500 million aggregate principal amount of the Initial Notes were validly tendered and not withdrawn prior to the expiration of the exchange offer, and were exchanged for Exchange Notes as of June 4, 2025, pursuant to the terms of the exchange offer. The Exchange Notes are identical in all material respects to the Initial Notes, except that the Exchange Notes have no transfer restrictions or registration rights.

The effective interest rate of our 2035 Senior Notes was 5.6% as of September 30, 2026.

Revolving Credit Facility

In February 2023, the Company entered into a credit agreement (the "Credit Agreement") with, among others, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent (in such capacity, the “Administrative Agent”).

In March 2025, the Company entered into Amendment No. 1 to the Credit Agreement (the “Amendment No 1”), among the Company, JPMorgan Chase, and the lenders party thereto, which amended the Credit Agreement with, among others, the Company and the Administrative Agent. The Amendment No. 1, among other things, released each of Orkin, LLC, Northwest Exterminating Co., LLC, Clark Pest Control of Stockton, Inc. and HomeTeam Pest Defense, Inc. (collectively, the “Existing Guarantors”) as guarantors under the Credit Agreement. Following the release of the Existing Guarantors from their guarantees of the obligations under the Credit Agreement, no subsidiary of the Company guarantees the obligations under the Credit Agreement.

The Credit Agreement provides for a $1.0 billion revolving credit facility ("Revolving Credit Facility"), which may be denominated in U.S. Dollars and other currencies, subject to a $400 million foreign currency sublimit. Rollins has the ability to expand its borrowing availability under the Credit Agreement in the form of increased revolving commitments or one or more tranches of term loans by up to an additional $750 million, subject to the agreement of the participating lenders and certain other customary conditions. The maturity date of the loans under the Credit Agreement is February 24, 2028.

Loans under the Credit Agreement bear interest, at Rollins’ election, at (i) for loans denominated in U.S. Dollars, (A) an alternate base rate (subject to a floor of 0.00%), which is the greatest of (x) the prime rate publicly announced from time to time by JPMorgan Chase, (y) the greater of the federal funds effective rate and the Federal Reserve Bank of New York overnight bank funding rate, plus 50 basis points, and (z) Adjusted Term SOFR for a one month interest period, plus a margin ranging from 0.00% to 0.50% per annum based on Rollins’ consolidated total net leverage ratio; or (B) the greater of term SOFR for the applicable interest period plus 10 basis points (“Adjusted Term SOFR”) and zero, plus a margin ranging from 1.00% to 1.50% per annum based on Rollins’ consolidated total net leverage ratio; and (ii) for loans denominated in other currencies, such interest rates as set forth in the Credit Agreement.

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The Credit Agreement contains customary terms and conditions, including, without limitation, certain financial covenants including covenants restricting Rollins’ ability to incur certain indebtedness or liens, or to merge or consolidate with or sell substantially all of its assets to another entity. Further, the Credit Agreement contains a financial covenant restricting Rollins’ ability to permit the ratio of Rollins’ consolidated total net debt to EBITDA to exceed 3.50 to 1.00. Following certain acquisitions, Rollins may elect to increase the financial covenant level to 4.00 to 1.00 temporarily. The Company is in compliance with applicable debt covenants as of September 30, 2026.

As of September 30, 2026 and December 31, 2025, the Company had no outstanding borrowings under the Revolving Credit Facility.

Letters of Credit

The Company maintained $84.6 million in letters of credit as of September 30, 2026 and $82.4 million as of December 31, 2025. These letters of credit are required by the Company’s insurance carriers, due to the Company’s high deductible insurance program, to secure various workers’ compensation and casualty insurance contracts coverage. The Company believes that it has adequate liquid assets, funding sources and insurance accruals to accommodate potential future insurance claims.

NOTE 8. FAIR VALUE MEASUREMENT

Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:

•Level 1: observable inputs such as quoted prices in active markets for identical assets or liabilities;

•Level 2: inputs other than quoted prices in active markets in Level 1 that are either directly or indirectly observable; and

•Level 3: unobservable inputs for which little or no market data exists.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Debt Securities

As of September 30, 2026 and December 31, 2025, we had investments in international bonds of $3.3 million and $6.2 million, respectively. These bonds are accounted for as available for sale securities and are Level 2 assets under the fair value hierarchy. The bonds are recorded at their fair market values and reported within other current assets and other assets on our condensed consolidated statements of financial position. The unrealized gain or loss activity during the three and nine months ended September 30, 2026 and 2025 was not significant.

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Contingent Consideration

As of September 30, 2026 and December 31, 2025, the Company had $37.7 million and $37.1 million of acquisition holdback and earnout liabilities payable to former owners of acquired companies, respectively. Holdback and earnout liabilities are considered Level 3 liabilities under the fair value hierarchy. The earnout liabilities were adjusted to reflect the expected probability of payout, and both earnout and holdback liabilities were discounted to their net present value on the Company’s condensed consolidated statements of financial position. The table below presents a summary of the changes in fair value for these liabilities.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Beginning balance	$	44,921	$	40,215	$	37,077	$	21,008
New acquisitions and measurement adjustments	2,998		4,457		18,851		26,164
Payouts	(10,889)		(4,325)		(20,384)		(7,773)
Interest and fair value adjustments	652		739		2,366		1,936
Charge offset, forfeit and other	8		1,004		(220)		755
Ending balance	$	37,690	$	42,090	$	37,690	$	42,090

Other Fair Value Disclosures

The carrying amount of cash and cash equivalents, trade and financed receivables, accounts payable, and short-term liabilities, including short-term borrowings under our commercial paper program, approximate fair value due to their short-term nature. The carrying amounts of borrowings outstanding under our Revolving Credit Facility approximate fair value, as interest rates are variable and reflective of market rates.

2035 Senior Notes

The following table presents the aggregate fair value and carrying value of our 2035 Senior Notes, which are classified as Level 2 within the fair value hierarchy:


	September 30, 2026				December 31, 2025
(in thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value
2035 Senior Notes	$	468,650	$	487,587	$	512,160	$	486,147

NOTE 9. CONTINGENCIES

In the normal course of business, the Company and its subsidiaries are involved in, and will continue to be involved in, various claims, arbitrations, contractual disputes, inquiries, investigations, litigation, and tax and other regulatory matters relating to, and arising out of, our businesses and our operations. These matters may involve, but are not limited to, allegations that our services or vehicles caused damage or injury, claims that our services did not achieve the desired results, claims related to acquisitions and allegations by federal, state or local authorities, including taxing and pest control regulatory authorities, of violations of regulations or statutes. In addition, we are parties to employment-related investigations, cases, and claims from time to time, which may include claims on a representative or class action basis alleging wage and hour law violations, claims filed under California's Private Attorneys General Act, and claims and investigations related to our enforcement of post-employment restrictive covenants. We are also involved from time to time in certain environmental matters primarily arising in the normal course of business. We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable in accordance with ASC 450.

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of changes in business practice and existing claims compared to current balances. Management’s judgment is inherently subjective as a number of factors are outside management’s knowledge and control. Additionally, historical information is not always an accurate indication of future events. The accruals and reserves we hold are based on estimates that involve a degree of judgment and are inherently variable and could be overestimated or insufficient. If actual claims exceed our estimates, our operating results could be materially affected, and our ability to take timely corrective actions to limit future costs may be limited.

SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental regulations if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1.0 million (which does not exceed the lesser of $1.0 million or 1% of our current assets as of December 31, 2025) for purposes of determining whether disclosure of any such proceedings is required. Also, we will continue to disclose any environmental proceedings that we determine are otherwise material, regardless of the amount of potential monetary sanctions. Currently, there is no required disclosure.

Management does not believe that any pending or threatened claim, proceeding, litigation, regulatory action or investigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or liquidity; however, it is possible that an unfavorable outcome of some or all of the matters could result in a charge that might be material to the results of an individual quarter or year.

NOTE 10. STOCKHOLDERS' EQUITY

During the three months ended September 30, 2026, the Company paid $87.2 million, or $0.1825 per share, in cash and stock dividends compared to $80.1 million, or $0.1650 per share, during the same period in 2025. During the nine months ended September 30, 2026, the Company paid $263.3 million, or $0.5475 per share, in cash and stock dividends compared to $239.5 million, or $0.4950 per share, during the same period in 2025.

The Company withholds shares from employees for the payment of their taxes on equity awards that have vested. The Company withheld an immaterial amount in connection with employee tax obligations during the three month periods ended September 30, 2026 and 2025, respectively. The Company withheld $22.9 million and $14.9 million in connection with employee tax obligations during the nine month periods ended September 30, 2026 and 2025, respectively.

Share Repurchases

During the three and nine months ended September 30, 2026, the Company paid $120.0 million and $140.0 million, respectively, in open market share repurchases. The Company did not repurchase shares on the open market in 2025.

As we repurchase our common stock, we reduce common stock for par value of the shares repurchased, with the excess of the purchase price over par value recorded as a reduction to additional paid-in capital and retained earnings.

Stock Compensation

The following table summarizes the components of the Company’s stock-based compensation programs, including time-lapsed restricted share awards, performance share unit awards, and employee stock purchase plan, recorded as expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Stock-based compensation expense	$	10,291	$	10,055	$	31,786	$	29,864

NOTE 11. EARNINGS PER SHARE

The Company reports both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income available to participating common stockholders by the weighted average number of participating common shares outstanding for the period. Diluted earnings per share is calculated by dividing the net income available to participating common shareholders by the diluted weighted average number of shares outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive equity.

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A reconciliation of weighted average shares outstanding is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2026	2025	2026	2025
Weighted-average outstanding common shares	477,657	482,872	479,165	482,774
Add participating securities:
Weighted-average time-lapse restricted awards	1,313	1,763	1,402	1,791
Total weighted-average shares outstanding – basic	478,970	484,635	480,567	484,565
Dilutive effect of restricted stock units and PSUs	8	35	19	33
Weighted-average shares outstanding – diluted	478,978	484,670	480,586	484,598

NOTE 12. INCOME TAXES

The Company’s provision for income taxes is recorded on an interim basis based upon the Company’s estimate of the annual effective income tax rate for the full year applied to “ordinary” income or loss, adjusted each quarter for discrete items. The Company recorded a provision for income taxes of $54.7 million and $53.9 million for the three months ended September 30, 2026 and 2025, and $129.8 million and $136.0 million for the nine months ended September 30, 2026 and 2025, respectively.

The Company’s effective tax rate increased to 25.7% in the third quarter of 2026 compared with 24.8% in the third quarter of 2025. The increased rate was primarily attributable to limitations on the deductibility of certain executive compensation. During the nine months ended September 30, 2026, the Company's effective tax rate decreased to 24.1% compared to 24.9% in the nine months ended September 30, 2025. The reduced rate was primarily due to the purchase of transferable federal income tax credits during the nine months ended September 30, 2026.

Cash paid for taxes, net of refunds, during the nine months ended September 30, 2026 and 2025, was $106.5 million and $110.8 million, respectively, inclusive of cash paid to taxing authorities and third parties for purchases of investment tax credits.

NOTE 13. SEGMENT AND GEOGRAPHIC INFORMATION

Segment Information

The Company operates under one reportable segment which contains our residential, commercial, and termite and ancillary service offerings. The Company's chief operating decision maker ("CODM") is the chief executive officer. The CODM uses net income to assess financial performance and allocate resources. This financial metric is used by the CODM to make key operating decisions, such as the determination of the rate of growth investments and the allocation of budget between cost categories. The measure of segment assets is reported on the condensed consolidated statements of financial position as total consolidated assets.

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The following table presents selected financial information with respect to the Company’s single reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Revenue	$	1,089,670	$	1,026,106	$	3,074,670	$	2,848,137

Less:
Cost of services provided (exclusive of depreciation and amortization below):
Employee expenses	328,186		312,249		946,695		872,326
Materials and supplies	65,082		62,933		184,638		170,924
Insurance and claims	23,048		11,127		66,127		48,385
Fleet expenses	45,482		38,997		134,613		117,688
Other cost of services provided (1)	44,969		42,144		128,846		120,122
Total cost of services provided (exclusive of depreciation and amortization below)	$	506,767	$	467,450	$	1,460,919	$	1,329,445

Sales, general and administrative:
Selling and marketing expenses	146,339		138,881		410,305		377,309
Administrative employee expenses	92,358		88,601		277,840		259,384
Insurance and claims	13,722		6,929		39,544		29,872
Fleet expenses	11,739		9,502		33,776		29,348
Other sales, general and administrative (2)	62,613		57,491		183,201		163,600
Total sales, general and administrative	$	326,771	$	301,404	$	944,666	$	859,513


Depreciation and amortization	33,273		32,231		99,381		93,177
Interest expense, net	10,669		7,942		28,911		21,118
Other (income) expense, net	(400)		(350)		1,351		(1,334)
Income tax expense	54,663		53,902		129,767		135,954
Net income	$	157,927	$	163,527	$	409,675	$	410,264

1) Other cost of services provided includes facilities costs, professional services, maintenance and repairs, software license costs, and other expenses directly related to providing services.

2) Other sales, general and administrative includes facilities costs, professional services, maintenance and repairs, software license costs, bad debt expense, and other administrative expenses.

See the condensed consolidated financial statements for other financial information regarding the Company’s reportable segment. See Note 4, Revenue for further information on revenue.

Geographic Information

The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized in the condensed consolidated statements of financial position were located as follows:


(in thousands)	September 30, 2026		December 31, 2025
United States	$	458,029	$	504,593
International	47,266		46,122

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NOTE 14. SUBSEQUENT EVENTS

Quarterly Dividend

On October 20, 2026, the Company’s Board of Directors declared a regular quarterly cash dividend on its common stock of $0.20 per share payable on December 10, 2026 to shareholders of record at the close of business on November 10, 2026.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.

GENERAL OPERATING COMMENTS

Below is a summary of the key operating results for the three months ended September 30, 2026:

•Third quarter revenues were $1.1 billion, an increase of 6.2% over the third quarter of 2025 with organic revenues* increasing 4.4% compared to the prior year.

•Quarterly operating income was $222.9 million, a decrease of 1.0% compared to the third quarter of 2025. Quarterly operating margin was 20.5%, a decrease of 140 basis points versus the third quarter of 2025. Adjusted operating income* was $230.7 million, a decrease of 0.6% compared to the prior year. Adjusted operating margin* was 21.2%, a decrease of 140 basis points compared to the prior year.

•Quarterly net income was $157.9 million, a decrease of 3.4% compared to the prior year. Adjusted net income* was $163.3 million, a decrease of 3.1% compared to the prior year.

•Adjusted EBITDA* was $256.6 million, a decrease of 0.7% compared to the prior year. Adjusted EBITDA margin* was 23.5%, a decrease of 170 basis points versus the third quarter of 2025.

•Quarterly EPS was $0.33 per diluted share, a decrease of 2.9% compared to the prior year. Adjusted EPS* was $0.34 per diluted share, a decrease of 2.9% compared to the prior year.

•Operating cash flow was $241.9 million for the quarter, an increase of 26.4% compared to the prior year. Free cash flow* was $235.5 million for the quarter, an increase of 28.8% compared to the prior year. Cash flow was favorably impacted by $63.0 million due to the timing of a tax refund associated with our tax credit planning strategy. The Company invested $27.4 million in acquisitions, $6.4 million in capital expenditures, $120.1 million in share repurchases, and paid dividends totaling $87.2 million.

We are disappointed with our third quarter performance, during which residential customer acquisition remained under pressure. We now have a clearer understanding of how the customer acquisition landscape is evolving and are taking concrete steps to optimize our marketing approach—reallocating resources from the traditional digital playbook to the channels and capabilities generating the highest returns, including those that strengthen our visibility in AI- and LLM-driven discovery. This remains a dynamic environment that requires us to continually assess and adapt how we reach and win new customers. At the same time, we continue to invest in our people and the service quality that builds customer loyalty.

Our record of 100 consecutive quarters of revenue growth reflects the durability of our business and our ability to successfully adapt through changing conditions. Our capital allocation priorities remain unchanged: investing in the business through accretive M&A, maintaining and growing a healthy and sustainable dividend, and deploying excess cash opportunistically for share repurchases. Our financial flexibility and conviction in the intrinsic value of the business supported more meaningful share repurchase activity during the quarter. With recurring customer relationships, a diversified portfolio and the underlying resilience of the pest control market, we remain confident in our ability to deliver sustainable, profitable growth over the long term.

Given our performance through the first nine months of the year and the visibility we have today, we are updating our full-year outlook. We now expect organic revenue* growth of 4% to 6% for the year and adjusted incremental EBITDA margin* ranging from slightly positive to 10% for the year. Our expectations for 2% to 3% of acquisition-related growth and free cash flow conversion* above 100% remain unchanged for the year. The revision to our expectations for the year reflects our assessment of near-term operating conditions rather than any change in our confidence in the long-term growth potential of the business.

*Amounts are non-GAAP financial measures. See "Non-GAAP Financial Measures" of this Form 10-Q for a discussion of these measures and a reconciliation of historical amounts to the most directly comparable GAAP measures. The Company has not provided a reconciliation of its forward-looking organic revenue growth, adjusted incremental EBITDA margin,

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and free cash flow conversion to the most directly comparable GAAP measures because it cannot predict, without unreasonable effort, the amount or timing of certain items, such as contingent consideration fair value adjustments, gains and losses on asset sales, related tax effects, and working capital changes. These items could have a material impact on the Company's GAAP results for the applicable period.

RECENT DEVELOPMENTS AND ECONOMIC CONDITIONS

The continued disruption in economic markets due to inflation, changing interest rates, tariffs, trade disputes, business interruptions due to natural disasters and changes in weather patterns, employee shortages, and supply chain issues all pose challenges which may adversely affect our future performance. The Company continues to execute various strategies previously implemented to help mitigate the impact of these economic disruptors. However, the Company cannot reasonably estimate whether these strategies will help mitigate the impact of these economic disruptors in the future.

The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements. The Company considered the impact of economic trends on the assumptions and estimates used in preparing the condensed consolidated financial statements. In the opinion of management, all material adjustments necessary for a fair presentation of the Company’s financial results for the quarter have been made. These adjustments are of a normal recurring nature but are complicated by the continued uncertainty surrounding these macroeconomic trends. The severity, magnitude and duration of certain economic trends continue to be uncertain and are difficult to predict. Therefore, our accounting estimates and assumptions may change over time in response to economic trends and may change materially in future periods.

The extent to which these economic trends will continue to impact the Company’s business, financial condition and results of operations is uncertain. Therefore, we cannot reasonably estimate the full future impacts of these matters at this time.

RESULTS OF OPERATIONS

Quarter ended September 30, 2026 compared to quarter ended September 30, 2025


	Three Months Ended September 30,
							Variance
(in thousands, except per share data)	2026			2025			$		%
GAAP Metrics
Revenues	$	1,089,670		$	1,026,106		$	63,564	6.2	%
Gross profit (1)	$	582,903		$	558,656		$	24,247	4.3	%
Gross profit margin (1)	53.5		%	54.4		%			(90) bps
Operating income	$	222,859		$	225,021		$	(2,162)	(1.0)	%
Operating margin	20.5		%	21.9		%			(140) bps
Net income	$	157,927		$	163,527		$	(5,600)	(3.4)	%
EPS	$	0.33		$	0.34		$	(0.01)	(2.9)	%
Operating cash flow	$	241,859		$	191,349		$	50,510	26.4	%

Non-GAAP Metrics
Adjusted operating income (2)	$	230,683		$	232,057		$	(1,374)	(0.6)	%
Adjusted operating margin (2)	21.2		%	22.6		%			(140) bps
Adjusted net income (2)	$	163,343		$	168,501		$	(5,158)	(3.1)	%
Adjusted EPS (2)	$	0.34		$	0.35		$	(0.01)	(2.9)	%
Adjusted EBITDA (2)	$	256,571		$	258,334		$	(1,763)	(0.7)	%
Adjusted EBITDA margin (2)	23.5		%	25.2		%			(170) bps
Free cash flow (2)	$	235,495		$	182,846		$	52,649	28.8	%

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(1) Exclusive of depreciation and amortization

(2) Amounts are non-GAAP financial measures. See "Non-GAAP Financial Measures" of this Form 10-Q for a discussion of non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure.

The following table presents financial information, including our significant expense categories, for the three months ended September 30, 2026 and 2025:


	Three Months Ended September 30,
	2026				2025
	$		% of Revenue		$		% of Revenue
Revenue	$	1,089,670	100.0	%	$	1,026,106	100.0	%

Less:
Cost of services provided (exclusive of depreciation and amortization below):
Employee expenses	328,186		30.1	%	312,249		30.4	%
Materials and supplies	65,082		6.0	%	62,933		6.1	%
Insurance and claims	23,048		2.1	%	11,127		1.1	%
Fleet expenses	45,482		4.2	%	38,997		3.8	%
Other cost of services provided (1)	44,969		4.1	%	42,144		4.1	%
Total cost of services provided (exclusive of depreciation and amortization below)	$	506,767	46.5	%	$	467,450	45.6	%

Sales, general and administrative:
Selling and marketing expenses	146,339		13.4	%	138,881		13.5	%
Administrative employee expenses	92,358		8.5	%	88,601		8.6	%
Insurance and claims	13,722		1.3	%	6,929		0.7	%
Fleet expenses	11,739		1.1	%	9,502		0.9	%
Other sales, general and administrative (2)	62,613		5.7	%	57,491		5.6	%
Total sales, general and administrative	$	326,771	30.0	%	$	301,404	29.4	%


Depreciation and amortization	33,273		3.1	%	32,231		3.1	%
Interest expense, net	10,669		1.0	%	7,942		0.8	%
Other (income) expense, net	(400)		—	%	(350)		—	%
Income tax expense	54,663		5.0	%	53,902		5.3	%
Net income	$	157,927	14.5	%	$	163,527	15.9	%

1) Other cost of services provided includes facilities costs, professional services, maintenance & repairs, software license costs, and other expenses directly related to providing services.

2) Other sales, general and administrative includes facilities costs, professional services, maintenance & repairs, software license costs, bad debt expense, and other administrative expenses.

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Revenues

The following presents a summary of revenues by service offering for the three months ended September 30, 2026 and September 30, 2025, respectively:

Revenues for the quarter ended September 30, 2026 were $1.1 billion, an increase of $63.6 million, or 6.2%, from 2025 revenues of $1.0 billion. The increase in revenues was driven by demand from our customers across all major service offerings. Organic revenue* growth was 4.4% with acquisitions adding 1.8% in the quarter. Residential pest control revenue increased 4.9%, commercial pest control revenue increased 7.7% and termite and ancillary services grew 6.5% including both organic and acquisition-related growth in each area. Organic revenue* growth was 2.3% in residential, 6.6% in commercial, and 5.3% in termite and ancillary activity. The Company’s foreign operations accounted for approximately 7% of total revenues for the quarters ended September 30, 2026 and September 30, 2025.

*Amounts are non-GAAP financial measures. See "Non-GAAP Financial Measures" of this Form 10-Q for a discussion of non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure.

Revenues are impacted by weather conditions, including climate change and the seasonal nature of the Company’s pest and termite control services. The increase in pest activity, as well as the metamorphosis of termites in the spring and summer (the occurrence of which is determined by the change in seasons), has historically resulted in an increase in the Company’s revenues as evidenced by the following table:


	Consolidated Net Revenues
(in thousands)	2026		2025		2024
First quarter	$	906,424	$	822,504	$	748,349
Second quarter	1,078,576		999,527		891,920
Third quarter	1,089,670		1,026,106		916,270
Fourth quarter	—		912,913		832,169
Year to date	$	3,074,670	$	3,761,050	$	3,388,708

Gross Profit (exclusive of Depreciation and Amortization)

Gross profit for the quarter ended September 30, 2026 was $582.9 million, an increase of $24.2 million, or 4.3%, compared to $558.7 million for the quarter ended September 30, 2025.

Gross margin decreased 90 basis points to 53.5% in 2026 compared to 54.4% in 2025. The decrease is primarily due to 100 basis points of higher insurance and claims costs due to a less favorable claims experience and 40 basis points of higher fleet expenses associated with higher fuel costs. This was partially offset by 30 basis points of lower employee expenses and 10 basis points of lower materials and supplies.

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Sales, General and Administrative

For the quarter ended September 30, 2026, sales, general and administrative ("SG&A") expenses were $326.8 million, an increase of $25.4 million, or 8.4%, compared to the quarter ended September 30, 2025.

As a percentage of revenue, SG&A increased 60 basis points to 30.0% from 29.4% in the prior year, primarily due to 60 basis points of higher insurance and claims costs due to a less favorable claims experience and 20 basis points of higher fleet expenses associated with higher fuel costs. This was partially offset by 10 basis points of lower selling and marketing costs and 10 basis points of lower administrative employee costs.

Depreciation and Amortization

For the quarter ended September 30, 2026, depreciation and amortization increased $1.0 million, or 3.2%, compared to the quarter ended September 30, 2025. The increase was due to higher amortization of intangible assets from acquisitions, most notably from the acquisition of Romex.

Operating Income

For the quarter ended September 30, 2026, operating income decreased $2.2 million, or 1.0%, compared to the prior year.

As a percentage of revenue, operating income was 20.5%, a decrease of 140 basis points compared to the third quarter of 2025. Operating margin decreased mostly due to higher insurance and claims costs.

Interest Expense, Net

During the quarter ended September 30, 2026, interest expense, net increased $2.7 million compared to the prior year primarily due to a higher average debt balance associated with higher borrowings under our commercial paper program.

Other (Income) Expense, Net

During the quarter ended September 30, 2026, other (income) expense, net increased $0.1 million primarily due to higher gains on non-operational asset sales and disposals.

Income Taxes

The Company’s effective tax rate was 25.7% in the third quarter of 2026 and 24.8% in the third quarter of 2025. The increased rate was primarily attributable to limitations on the deductibility of certain executive compensation during the three months ended September 30, 2026.

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Nine months ended September 30, 2026 compared to nine months ended September 30, 2025


	Nine Months Ended September 30,
							Variance
(in thousands, except per share data)	2026			2025			$		%
GAAP Metrics
Revenues	$	3,074,670		$	2,848,137		$	226,533	8.0	%
Gross profit (1)	$	1,613,751		$	1,518,692		$	95,059	6.3	%
Gross profit margin (1)	52.5		%	53.3		%			(80)	bps
Operating income	$	569,704		$	566,002		$	3,702	0.7	%
Operating margin	18.5		%	19.9		%			(140)	bps
Net income	$	409,675		$	410,264		$	(589)	(0.1)	%
EPS	$	0.85		$	0.85		$	—	—	%
Operating cash flow	$	532,732		$	513,363		$	19,369	3.8	%

Non-GAAP Metrics
Adjusted operating income (2)	$	593,415		$	584,826		$	8,589	1.5	%
Adjusted operating margin (2)	19.3		%	20.5		%			(120)	bps
Adjusted net income (2)	$	428,499		$	423,277		$	5,222	1.2	%
Adjusted EPS (2)	$	0.89		$	0.87		$	0.02	2.3	%
Adjusted EBITDA (2)	$	672,332		$	661,343		$	10,989	1.7	%
Adjusted EBITDA margin (2)	21.9		%	23.2		%			(130)	bps
Free cash flow (2)	$	512,800		$	491,003		$	21,797	4.4	%

(1) Exclusive of depreciation and amortization

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The following table presents financial information, including our significant expense categories, for the nine months ended September 30, 2026 and 2025:


	Nine Months Ended September 30,
	2026				2025
	$		% of Revenue		$		% of Revenue
Revenue	$	3,074,670	100.0	%	$	2,848,137	100.0	%

Less:
Cost of services provided (exclusive of depreciation and amortization below):
Employee expenses	946,695		30.8	%	872,326		30.6	%
Materials and supplies	184,638		6.0	%	170,924		6.0	%
Insurance and claims	66,127		2.2	%	48,385		1.7	%
Fleet expenses	134,613		4.4	%	117,688		4.1	%
Other cost of services provided (1)	128,846		4.2	%	120,122		4.2	%
Total cost of services provided (exclusive of depreciation and amortization below)	$	1,460,919	47.5	%	$	1,329,445	46.7	%

Sales, general and administrative:
Selling and marketing expenses	410,305		13.3	%	377,309		13.2	%
Administrative employee expenses	277,840		9.0	%	259,384		9.1	%
Insurance and claims	39,544		1.3	%	29,872		1.0	%
Fleet expenses	33,776		1.1	%	29,348		1.0	%
Other sales, general and administrative (2)	183,201		6.0	%	163,600		5.7	%
Total sales, general and administrative	$	944,666	30.7	%	$	859,513	30.2	%


Depreciation and amortization	99,381		3.2	%	93,177		3.3	%
Interest expense, net	28,911		0.9	%	21,118		0.7	%
Other (income) expense, net	1,351		—	%	(1,334)		—	%
Income tax expense	129,767		4.2	%	135,954		4.8	%
Net income	$	409,675	13.3	%	$	410,264	14.4	%

1) Other cost of services provided includes facilities costs, professional services, maintenance & repairs, software license costs, and other expenses directly related to providing services.

2) Other sales, general and administrative includes facilities costs, professional services, maintenance & repairs, software license costs, bad debt expense, and other administrative expenses.

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Revenues

The following presents a summary of revenues by service offering for the nine months ended September 30, 2026 and September 30, 2025, respectively:

Revenues for the nine months ended September 30, 2026 were $3.1 billion, an increase of $226.5 million, or 8.0%, from 2025 revenues of $2.8 billion. The increase in revenues was driven by demand from our customers across all major service offerings. Organic revenue* growth was 5.5% with acquisitions adding 2.5% in the nine months ended September 30, 2026. Residential pest control revenue increased 6.7%, commercial pest control revenue increased 8.6% and termite and ancillary services grew 10.0%, including both organic and acquisition-related growth in each area. Organic revenue* growth was 3.3% in residential, 7.1% in commercial, and 7.9% in termite and ancillary. The Company’s foreign operations accounted for approximately 7% of total revenues for the nine months ended September 30, 2026 and September 30, 2025.

Gross Profit (exclusive of Depreciation and Amortization)

Gross profit for the nine months ended September 30, 2026 was $1.6 billion, an increase of $95.1 million, or 6.3%, compared to $1.5 billion for the nine months ended September 30, 2025.

Gross margin decreased to 52.5% in 2026 versus 53.3% in 2025. The decrease is primarily due to 50 basis points of higher insurance and claims costs, 30 basis points of higher fleet expenses primarily associated with higher fuel costs, and 20 basis points of higher employee expenses.

Fuel costs represent less than 2% of revenues and we expect these costs to remain below 2% for the year.

Sales, General and Administrative

For the nine months ended September 30, 2026, SG&A expenses increased $85.2 million, or 9.9%, compared to the nine months ended September 30, 2025.

As a percentage of revenue, SG&A expenses increased 50 basis points to 30.7% from 30.2% in the prior year. This is primarily due to 30 basis points of higher insurance and claims costs, 10 basis points of higher selling and marketing costs associated with continued investments in growth initiatives, 10 basis points of higher fleet expenses primarily associated with higher fuel costs, partially offset by lower administrative employee costs.

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Depreciation and Amortization

For the nine months ended September 30, 2026, depreciation and amortization increased $6.2 million, or 6.7%, compared to the nine months ended September 30, 2025. The increase was primarily due to higher amortization of intangible assets from acquisitions, most notably from the acquisitions of Saela and Romex.

Operating Income

For the nine months ended September 30, 2026, operating income increased $3.7 million, or 0.7%, compared to the nine months ended September 30, 2025.

As a percentage of revenue, operating income decreased 140 basis points to 18.5% from 19.9% in the prior year. Operating margin decreased mostly due to higher insurance and claims costs, higher fleet expenses, higher employee expenses, and higher selling and marketing costs.

Interest Expense, Net

For the nine months ended September 30, 2026, interest expense, net increased $7.8 million, compared to the nine months ended September 30, 2025, primarily due to a higher average debt balance associated with higher borrowings under our commercial paper program.

We expect interest expense to be approximately $40 million in 2026 associated with borrowings under our 2035 Senior Notes and commercial paper program.

Other (Income) Expense, Net

During the nine months ended September 30, 2026, other income decreased $2.7 million compared to the nine months ended September 30, 2025, primarily due to higher losses on non-operational asset sales and disposals.

Income Taxes

During the nine months ended September 30, 2026, the Company’s effective tax rate decreased to 24.1% compared to 24.9% in 2025. The reduced rate is primarily due to the purchase of transferable federal income tax credits during the nine months ended September 30, 2026.

We expect our effective tax rate to be under 25% in 2026.

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Non-GAAP Financial Measures

Reconciliation of GAAP and non-GAAP Financial Measures

A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated statements of income, financial position, or cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

These measures should not be considered in isolation or as a substitute for revenues, net income, earnings per share or other performance measures prepared in accordance with GAAP. Management believes all of these non-GAAP financial measures are useful to provide investors with information about current trends in, and period-over-period comparisons of, the Company's results of operations. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.

The Company has used the following non-GAAP financial measures in this Form 10-Q:

Organic revenues

Organic revenues are calculated as revenues less the revenues from acquisitions completed within the prior 12 months and excluding the revenues from divested businesses. Acquisition revenues are based on the trailing 12-month revenue of our acquired entities. Management uses organic revenues, and organic revenues by type to compare revenues over various periods excluding the impact of acquisitions and divestitures.

Adjusted operating income and adjusted operating margin

Adjusted operating income and adjusted operating margin are calculated by adding back to operating income those expenses associated with the amortization of intangible assets and adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control, Saela Pest Control and Romex Pest Control. Adjusted operating margin is calculated as adjusted operating income divided by revenues. Management uses adjusted operating income and adjusted operating margin as measures of operating performance because these measures allow the Company to compare performance consistently over various periods.

Adjusted net income and adjusted EPS

Adjusted net income and adjusted EPS are calculated by adding back to the GAAP measures amortization of intangible assets and adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control, Saela Pest Control and Romex Pest Control, excluding gains and losses on the sale of non-operational assets and gains and losses on the sale of businesses, and by further subtracting the tax impact of those expenses, gains, or losses. Management uses adjusted net income and adjusted EPS as measures of operating performance because these measures allow the Company to compare performance consistently over various periods.

EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, incremental EBITDA margin and adjusted incremental EBITDA margin

EBITDA is calculated by adding back to net income depreciation and amortization, interest expense, net, and provision for income taxes. EBITDA margin is calculated as EBITDA divided by revenues. Adjusted EBITDA and adjusted EBITDA margin are calculated by further adding back those expenses associated with the adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control, Saela Pest Control and Romex Pest Control, and excluding gains and losses on the sale of non-operational assets and gains on the sale of businesses. Management uses EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin as measures of operating performance because these measures allow the Company to compare performance consistently over various periods. Incremental EBITDA margin is calculated as the change in EBITDA divided by the change in revenue. Management uses incremental EBITDA margin as a measure of operating performance because this measure allows the Company to compare performance consistently over various periods. Adjusted incremental EBITDA margin is calculated as the change in adjusted EBITDA divided by the change in revenue. Management uses adjusted incremental EBITDA margin as a measure of operating performance because this measure allows the Company to compare performance consistently over various periods.

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Free cash flow and free cash flow conversion

Free cash flow is calculated by subtracting capital expenditures from cash provided by operating activities. Management uses free cash flow to demonstrate the Company’s ability to maintain its asset base and generate future cash flows from operations. Free cash flow conversion is calculated as free cash flow divided by net income.

Management uses free cash flow conversion to demonstrate how much net income is converted into cash. Management believes that free cash flow is an important financial measure for use in evaluating the Company’s liquidity. Free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities as a measure of our liquidity. Additionally, the Company’s definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, management believes it is important to view free cash flow as a measure that provides supplemental information to our condensed consolidated statements of cash flows.

Adjusted sales, general, and administrative ("SG&A")

Adjusted SG&A is calculated by removing the adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control, Saela Pest Control and Romex Pest Control. Management uses adjusted SG&A to compare SG&A expenses consistently over various periods.

Leverage ratio

Leverage ratio, a financial valuation measure, is calculated by dividing adjusted net debt by adjusted EBITDAR. Adjusted net debt is calculated by adding short-term debt and operating lease liabilities to total long-term debt less a cash adjustment of 90% of total consolidated cash. Adjusted EBITDAR is calculated by adding back to net income depreciation and amortization, interest expense, net, provision for income taxes, operating lease cost, and stock-based compensation expense. Management uses leverage ratio as an assessment of overall liquidity, financial flexibility, and leverage.

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Set forth below is a reconciliation of the non-GAAP financial measures contained in this report with their most directly comparable GAAP measures (unaudited, in thousands, except per share data and margins).


	Three Months Ended September 30,						Nine Months Ended September 30,
					Variance						Variance
	2026		2025		$	%	2026		2025		$	%
Reconciliation of Revenues to Organic Revenues

Revenues	$	1,089,670	$	1,026,106	63,564	6.2	$	3,074,670	$	2,848,137	226,533	8.0
Revenues from acquisitions	(18,348)		—		(18,348)	1.8	(70,023)		—		(70,023)	2.5

Organic revenues	$	1,071,322	$	1,026,106	45,216	4.4	$	3,004,647	$	2,848,137	156,510	5.5

Reconciliation of Residential Revenues to Organic Residential Revenues

Residential revenues	$	499,682	$	476,271	23,411	4.9	$	1,375,031	$	1,288,249	86,782	6.7
Residential revenues from acquisitions	(12,310)		—		(12,310)	2.6	(44,405)		—		(44,405)	3.4

Residential organic revenues	$	487,372	$	476,271	11,101	2.3	$	1,330,626	$	1,288,249	42,377	3.3

Reconciliation of Commercial Revenues to Organic Commercial Revenues

Commercial revenues	$	360,685	$	334,956	25,729	7.7	$	1,020,324	$	939,803	80,521	8.6
Commercial revenues from acquisitions	(3,538)		—		(3,538)	1.1	(13,376)		—		(13,376)	1.5

Commercial organic revenues	$	357,147	$	334,956	22,191	6.6	$	1,006,948	$	939,803	67,145	7.1

Reconciliation of Termite and Ancillary Revenues to Organic Termite and Ancillary Revenues

Termite and ancillary revenues	$	217,930	$	204,670	13,260	6.5	$	647,504	$	588,655	58,849	10.0
Termite and ancillary revenues from acquisitions	(2,500)		—		(2,500)	1.2	(12,242)		—		(12,242)	2.1
Termite and ancillary organic revenues	$	215,430	$	204,670	10,760	5.3	$	635,262	$	588,655	46,607	7.9

Reconciliation of Franchise and Other Revenues to Organic Franchise and Other Revenues

Franchise and other revenues	$	11,373	$	10,209	1,164	11.4	$	31,811	$	31,430	381	1.2
Franchise and other revenues from acquisitions	—		—		—	—	—		—		—	—
Franchise and other organic revenues	$	11,373	$	10,209	1,164	11.4	$	31,811	$	31,430	381	1.2

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	Three Months Ended September 30,						Variance			Nine Months Ended September 30,						Variance
	2026			2025			$		%	2026			2025			$		%
Reconciliation of Operating Income to Adjusted Operating Income and Adjusted Operating Margin
Operating income	$	222,859		$	225,021					$	569,704		$	566,002
Acquisition-related expenses (1)	7,824			7,036						23,711			18,824

Adjusted operating income	$	230,683		$	232,057		(1,374)		(0.6)	$	593,415		$	584,826		8,589		1.5
Revenues	$	1,089,670		$	1,026,106					$	3,074,670		$	2,848,137
Operating margin	20.5		%	21.9		%				18.5		%	19.9		%
Adjusted operating margin	21.2		%	22.6		%				19.3		%	20.5		%

Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS
Net income	$	157,927		$	163,527					$	409,675		$	410,264
Acquisition-related expenses (1)	7,824			7,036						23,711			18,824

Loss (gain) on sale of assets, net (2)	(545)			(350)						1,590			(1,334)
Tax impact of adjustments (3)	(1,863)			(1,712)						(6,477)			(4,477)
Adjusted net income	$	163,343		$	168,501		(5,158)		(3.1)	$	428,499		$	423,277		5,222		1.2
EPS - basic and diluted	$	0.33		$	0.34					$	0.85		$	0.85
Acquisition-related expenses (1)	0.02			0.01						0.05			0.04

Loss (gain) on sale of assets, net (2)	—			—						—			—
Tax impact of adjustments (3)	—			—						(0.01)			(0.01)
Adjusted EPS - basic and diluted (4)	$	0.34		$	0.35		(0.01)		(2.9)	$	0.89		$	0.87		0.02		2.3
Weighted average shares outstanding – basic	478,970			484,635						480,567			484,565
Weighted average shares outstanding – diluted	478,978			484,670						480,586			484,598

Reconciliation of Net Income to EBITDA, Adjusted EBITDA, EBITDA Margin, Incremental EBITDA Margin, Adjusted EBITDA Margin, and Adjusted Incremental EBITDA Margin
Net income	$	157,927		$	163,527					$	409,675		$	410,264
Depreciation and amortization	33,273			32,231						99,381			93,177
Interest expense, net	10,669			7,942						28,911			21,118
Provision for income taxes	54,663			53,902						129,767			135,954
EBITDA	$	256,532		$	257,602		(1,070)		(0.4)	$	667,734		$	660,513		7,221		1.1
Acquisition-related expenses (1)	584			1,082						3,008			2,164

Loss (gain) on sale of assets, net (2)	(545)			(350)						1,590			(1,334)
Adjusted EBITDA	$	256,571		$	258,334		(1,763)		(0.7)	$	672,332		$	661,343		10,989		1.7
Revenues	$	1,089,670		$	1,026,106		63,564			$	3,074,670		$	2,848,137		226,533
EBITDA margin	23.5		%	25.1		%				21.7		%	23.2		%
Incremental EBITDA margin							(1.7)	%								3.2	%
Adjusted EBITDA margin	23.5		%	25.2		%				21.9		%	23.2		%
Adjusted incremental EBITDA margin							(2.8)	%								4.9	%

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow Conversion
Net cash provided by operating activities	$	241,859		$	191,349					$	532,732		$	513,363
Capital expenditures	(6,364)			(8,503)						(19,932)			(22,360)
Free cash flow	$	235,495		$	182,846		52,649		28.8	$	512,800		$	491,003		21,797		4.4
Free cash flow conversion	149.1		%	111.8		%				125.2		%	119.7		%

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025
Reconciliation of SG&A to Adjusted SG&A

SG&A	$	326,771		$	301,404		$	944,666		$	859,513
Acquisition-related expenses (1)	584			1,082			3,008			2,164
Adjusted SG&A	$	326,187		$	300,322		$	941,658		$	857,349

Revenues	$	1,089,670		$	1,026,106		$	3,074,670		$	2,848,137
Adjusted SG&A as a % of revenues	29.9		%	29.3		%	30.6		%	30.1		%


	Period Ended September 30, 2026		Period Ended December 31, 2025
Reconciliation of Debt and Net Income to Leverage Ratio

Short-term debt (5)	$	239,562	$	123,683
Long-term debt (6)	500,000		500,000
Operating lease liabilities (7)	398,559		428,175
Cash adjustment (8)	(116,145)		(90,004)
Adjusted net debt	$	1,021,976	$	961,854

Net income	526,116		526,705
Depreciation and amortization	130,948		124,744
Interest expense, net	36,351		28,558
Provision for income taxes	168,034		174,221
Operating lease cost (9)	170,431		159,924
Stock-based compensation expense	41,629		39,707
Adjusted EBITDAR	$	1,073,509	$	1,053,859

Leverage ratio	1.0x		0.9x

(1) Consists of expenses resulting from the amortization of intangible assets and adjustments to the fair value of contingent consideration associated with the acquisitions of Fox Pest Control, Saela Pest Control and Romex Pest Control. While we exclude such expenses in this non-GAAP measure, the revenue from the acquired companies is reflected in this non-GAAP measure and the acquired assets contribute to revenue generation.

(2) Consists of the gain or loss on the sale of non-operational assets.

(3) The tax effect of the adjustments is calculated using the applicable statutory tax rates for the respective periods.

(4) In some cases, the sum of the individual EPS amounts may not equal total adjusted EPS calculations due to rounding.

(5) The Company's short-term borrowings are presented under the short-term debt caption of our condensed consolidated statement of financial position, net of unamortized discounts.

(6) As of September 30, 2026 and December 31, 2025, the Company had outstanding borrowings of $500.0 million from the issuance of our 2035 Senior Notes. These borrowings are presented under the long-term debt caption of our condensed consolidated statement of financial position, net of unamortized discount and unamortized debt issuance costs. As of September 30, 2026 and December 31, 2025, the Company had no outstanding borrowings under the Revolving Credit Facility.

(7) Operating lease liabilities are presented under the operating lease liabilities - current and operating lease liabilities, less current portion captions of our condensed consolidated statement of financial position.

(8) Represents 90% of cash and cash equivalents per our condensed consolidated statement of financial position as of both periods presented.

(9) Operating lease cost excludes short-term lease cost associated with leases that have a duration of 12 months or less.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

The Company’s $129.1 million of total cash at September 30, 2026 is held at various banking institutions. As of September 30, 2026, approximately $54.1 million is held in cash by foreign subsidiaries and the remaining $75.0 million is held at domestic banks and also includes cash-in-transit.

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We intend to continue to grow the business in the international markets where we have a presence. As it relates to our unremitted earnings in foreign jurisdictions, we assert that foreign cash earnings in excess of working capital and cash needed for strategic investments and acquisitions are not intended to be indefinitely reinvested offshore.

We believe our current cash and cash equivalents balances, future cash flows expected to be generated from operating activities, access to debt financing based on our creditworthiness, our $1 billion commercial paper program which is backstopped by our Revolving Credit Facility, as defined below, and available borrowings under our Revolving Credit Facility will be sufficient to finance our current operations and obligations and fund expansion of the business for the foreseeable future.

Commercial Paper Program

In March 2025, we established a commercial paper program under which we may issue unsecured commercial paper up to a total of $1 billion outstanding at any time, with maturities of up to 397 days from the date of issue. Borrowings under this program are generally outstanding for 30 days or less. The net proceeds from the issuance of commercial paper are used for various purposes, including general corporate purposes and funding for acquisitions. As of September 30, 2026 and December 31, 2025, there were $239.6 million and $114.4 million of outstanding borrowings under the commercial paper program, respectively.

2035 Senior Notes

In February 2025, we issued ten-year notes with an aggregate principal amount of $500 million due on February 24, 2035 (the “2035 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A under the Securities Act. We issued the 2035 Senior Notes at 98.443% of par, representing a discount of $7.8 million, and paid approximately $6.1 million for debt issuance costs. The interest is payable semi-annually in arrears on February 24 and August 24 of each year at 5.25% per annum, beginning on August 24, 2025, and the entire principal amount is due at the time of maturity. We used the net proceeds from this offering primarily to repay outstanding borrowings under the Revolving Credit Facility, as well as for general corporate purposes.

Revolving Credit Facility

As of September 30, 2026 and December 31, 2025, the Company had no outstanding borrowings under the Revolving Credit Facility.

Letters of Credit

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The following table sets forth a summary of our cash flows from operating, investing and financing activities for the nine month periods presented:


	Nine Months Ended September 30,
(in thousands)	2026		2025
Net cash provided by operating activities	$	532,732	$	513,363
Net cash used in investing activities	(177,600)		(302,815)
Net cash used in financing activities	(325,133)		(175,145)
Effect of exchange rate on cash	(953)		2,324
Net increase in cash and cash equivalents	$	29,046	$	37,727

Cash Provided by Operating Activities

Cash from operating activities is the principal source of cash generation for our businesses. The most significant source of cash in our cash flow from operations is customer-related activities, the largest of which is collecting cash resulting from services sold. The most significant operating use of cash is to pay our suppliers, employees, and tax authorities. The Company’s operating activities generated net cash of $532.7 million and $513.4 million for the nine months ended September 30, 2026 and 2025, respectively. The $19.4 million, or 3.8%, increase was driven primarily by operating results and the timing of cash receipts and cash payments to and from customers, vendors, and employees.

Cash Used in Investing Activities

The Company’s investing activities used $177.6 million and $302.8 million for the nine months ended September 30, 2026 and 2025, respectively. Cash paid for acquisitions totaled $162.6 million for the nine months ended September 30, 2026, compared to $288.3 million for the nine months ended September 30, 2025. The Company invested $19.9 million in capital expenditures during the nine months ended September 30, 2026, offset by $2.0 million in cash proceeds from the sale of assets, compared with $22.4 million of capital expenditures and $5.9 million in cash proceeds from asset sales in 2025. The Company’s investing activities were funded primarily through existing cash balances, operating cash flows, and proceeds from borrowings, including our commercial paper program.

Cash Used in Financing Activities

Cash of $325.1 million was used in financing activities during the nine months ended September 30, 2026, compared with $175.1 million during the nine months ended September 30, 2025. A total of $263.1 million was paid in cash dividends ($0.5475 per share) during the nine months ended September 30, 2026, compared to $239.5 million in cash dividends paid ($0.495 per share) during the nine months ended September 30, 2025.

During the nine months ended September 30, 2026, the Company received net borrowings of $125.1 million under its commercial paper program compared to net borrowings under its 2035 Senior Notes and Revolving Credit Facility and commercial paper program of $95.2 million during the same period in 2025.

During the nine months ended September 30, 2026, the Company paid $17.9 million of contingent consideration, compared to $7.8 million during the nine months ended September 30, 2025. The Company withheld $22.9 million and $15.9 million of common stock for the nine months ended September 30, 2026 and 2025, respectively, in connection with tax withholding obligations of its employees upon vesting of such employees’ equity awards.

During the nine months ended September 30, 2026, the Company paid $140.0 million for open market share repurchases. The Company did not repurchase shares on the open market in 2025.

Share Repurchase Program

In 2012, the Company’s Board of Directors authorized the purchase of up to 5 million shares of the Company’s common stock. After adjustments for stock splits, the total authorized shares under the share repurchase plan is 16.9 million shares. During the nine months ended September 30, 2026, the Company repurchased 3,490,680 shares of its $1 par value common stock at a weighted average price of $40.10 per share. As of September 30, 2026, 7.9 million additional shares may be purchased under the Company's share repurchase program.

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Active Shelf Registration

On April 29, 2026, the Company filed a Form S-3ASR, which was declared effective immediately. The shelf registration statement on file with the SEC registered the Company’s common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts and units for future issuance by the Company. The Company may offer and sell some or all of such securities from time to time or through underwriters, brokers or dealers, directly to one or more other purchasers, through a block trade, through agents on a best-efforts basis, through a combination of any of the above methods of sale or through other types of transactions described in the Form S-3ASR. The Company has not sold any securities in a primary offering as of the date of this Form 10-Q. Management is continually evaluating the Company's financial structure and the potential need or desirability of raising additional liquidity through the sale of debt or equity securities. The Form S-3ASR will expire in April 2029.

CONTINGENCIES

The Company retains, up to specified limits, certain risks related to general liability, workers’ compensation and auto liability. The estimated costs of existing and future claims under the retained loss program are accrued based upon historical trends as incidents occur, whether reported or unreported (although actual settlement of the claims may not be made until future periods) and may be subsequently revised based on developments relating to such claims. The Company contracts with an independent third party to provide the Company an estimated liability based upon historical claims information. The actuarial study is a major consideration in establishing the reserve, along with management’s knowledge of changes in business practice and existing claims compared to current balances. Management’s judgment is inherently subjective as a number of factors are outside management’s knowledge and control. Additionally, historical information is not always an accurate indication of future events. The accruals and reserves we hold are based on estimates that involve a degree of judgment and are inherently variable and could be overestimated or insufficient. If actual claims exceed our estimates, our operating results could be materially affected, and our ability to take timely corrective actions to limit future costs may be limited.

CRITICAL ACCOUNTING ESTIMATES

There have been no significant changes in our identified critical accounting estimates as disclosed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" of our 2025 Form 10-K.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q as well as other written or oral statements by the Company may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current opinions, expectations, intentions, beliefs, plans, objectives, assumptions and projections about future events and financial trends affecting the operating results and financial condition of our business. Although we believe that these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions, or expectations. Generally, statements that do not relate to historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:

•expectations with respect to our financial and business performance and strategy;

•expansion efforts and growth opportunities, including, but not limited to, anticipated organic growth and recent and future acquisitions and onboarding efforts with respect to such acquisitions;

•the evolving customer acquisition landscape, including pressure on residential customer acquisition, and the steps we are taking to address it;

•our efforts to optimize our marketing approach, including reallocating resources from the traditional digital playbook to the channels and capabilities generating the highest returns, including those that strengthen our visibility in AI- and LLM-driven discovery, and our ability to continually assess and adapt how we reach and win new customers;

•the durability of our business and our ability to adapt through changing conditions, the benefits of our recurring customer relationships and diversified portfolio, and the underlying resilience of the pest control market;

•our continued investment in our people and the service quality that builds customer loyalty;

•our updated full-year 2026 outlook, including expected organic revenue growth, adjusted incremental EBITDA margin, acquisition-related growth and free cash flow conversion, and our assessment of near-term operating conditions and the long-term growth potential of the business;

•the Romex and Saela acquisitions expanding the Rollins family of brands and driving long-term value;

•the expected strategic and synergistic benefits of acquisitions, the expected tax deductibility of acquisition-related goodwill, and the expected useful lives of acquired intangible assets;

•the Company's credit risk and expectations regarding credit losses;

•the expected recognition of unearned revenue over future periods;

•the recoverability and amortization of incremental costs of obtaining contracts with customers;

•the expected impact of recently issued accounting standards on our condensed consolidated financial statements and related disclosures;

•the impact of inflation, changing interest rates, business interruptions due to natural disasters and changes in the weather patterns, employee shortages, and supply chain issues;

•the economic impact of changes to global trade policies, including the imposition of tariffs, and changes in materials and supplies and fleet-related expenses;

•our ability to execute strategies intended to help mitigate the impact of economic disruptors;

•our belief that fuel costs will remain below 2% of revenues in 2026;

•our belief that our effective tax rate will be under 25% in 2026;

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•the timing of tax payments and refunds associated with our tax credit planning strategy and their impact on our cash flows;

•the preliminary nature of certain acquisition purchase price allocations, including the valuations of goodwill, customer contracts, and trademarks and tradenames, which remain provisional and are subject to adjustment during the measurement period;

•our expectation that certain real estate assets classified as held for sale will be sold within 12 months, and our plan to lease those properties back following the sale;

•our belief that interest expense will be approximately $40 million in 2026 associated with borrowings under our 2035 Senior Notes and commercial paper program;

•sufficiency of current cash and cash equivalents balances, future cash flows, access to debt financing based on our creditworthiness, our $1 billion commercial paper program, and available borrowings under our Revolving Credit Facility to finance our current and future operations and expansions;

•our belief that the Company has adequate liquid assets, funding sources, and insurance accruals to accommodate potential future insurance claims;

•our intent to continue to grow the business in international markets where we have a presence;

•our intent with respect to the reinvestment or repatriation of foreign cash earnings;

•our capital allocation priorities, including investing in the business through accretive acquisitions, maintaining and growing a healthy and sustainable dividend, and deploying excess cash opportunistically for share repurchases, and our financial flexibility;

•our ability or decision to offer and sell securities under our automatic shelf registration statement and our evaluation of the potential need or desirability of raising additional liquidity through the sale of debt or equity securities;

•our belief that no pending or threatened claim, proceeding, litigation, regulatory action or investigation, either alone or in the aggregate, including but not limited to claims filed under California's Private Attorneys General Act will have a material adverse effect on our financial position, results of operations or liquidity;

•estimates, assumptions, and projections related to our application of critical accounting policies, described in more detail under “Critical Accounting Estimates”; and

•our ability to execute our strategy and deliver sustainable, profitable growth over the long term.

These forward-looking statements are based on information available as of the date of this report and on current expectations, forecasts, and assumptions, and involve judgments, risks, and uncertainties, many of which are beyond our control. Important factors that could cause actual results to differ materially from those indicated or implied by forward-looking statements include, but are not limited to: our ability to attract and retain customers as customer acquisition channels evolve, including digital and artificial intelligence-driven channels; the effectiveness of our marketing efforts; competition; our ability to execute our business strategies and successfully onboard acquisitions; labor, insurance, and other operating costs; economic conditions; weather and seasonality; and the other risks described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our subsequent filings with the SEC, which are available at www.sec.gov.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures about Market Risk,” in Part II, Item 7.A of our 2025 Form 10-K. There were no material changes to our market risk exposure during the nine months ended September 30, 2026.

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ROLLINS, INC. AND SUBSIDIARIES

ITEM 4. CONTROLS AND PROCEDURES

The Disclosure Committee, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2026 (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the Evaluation Date to ensure that the information required to be included in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

During the second quarter, the Company acquired Romex Pest Control (“Romex”). The Company is currently in the process of integrating Romex into its assessment of its internal control over financial reporting. In accordance with the SEC’s published guidance, management’s assessment, and conclusions on the effectiveness of our disclosure controls and procedures as of September 30, 2026, excludes an assessment of the internal control over financial reporting of Romex. During the three and nine months ended September 30, 2026, Romex contributed revenues of $10.1 million and $20.3 million, respectively, and net earnings of $0.7 million and $1.5 million, respectively.

Changes in Internal Controls Over Financial Reporting

Other than described above with respect to Romex, there were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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ROLLINS, INC. AND SUBSIDIARIES

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are involved in, and will continue to be involved in, various claims, arbitrations, contractual disputes, inquiries, investigations, litigation, and tax and other regulatory matters relating to, and arising out of, our businesses and our operations. These matters may involve, but are not limited to, allegations that our services or vehicles caused damage or injury, claims that our services did not achieve the desired results, claims related to acquisitions and allegations by federal, state or local authorities, including taxing and pest control regulatory authorities, of violations of regulations or statutes. In addition, we are parties to employment-related investigations, cases, and claims from time to time, which may include claims on a representative or class action basis alleging wage and hour law violations, claims filed under California's Private Attorneys General Act and claims and investigations related to our enforcement of post-employment restrictive covenants. We are also involved from time to time in certain environmental matters primarily arising in the normal course of business. We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable in accordance with ASC 450.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2025.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table presents the Company's share repurchase activity for the period from July 1, 2026 to September 30, 2026.


Period	Total number of shares purchased (1)	Weighted- average price paid per share		Total number of shares purchased as part of publicly announced repurchases (2)	Maximum number of shares that may yet be purchased under the repurchase plan (2)
July 1 to 31, 2026	2,452,940	$	38.76	2,451,346	8,582,190
August 1 to 31, 2026	657,245	$	37.96	657,245	7,924,945
September 1 to 30, 2026	—	$	—	—	7,924,945
Total	3,110,185			3,108,591

(1)Includes 1,594 shares withheld by the Company in connection with tax withholding obligations of its employees upon vesting of such employees' restricted stock awards.

(2)The Company has a share repurchase plan, adopted in 2012, to repurchase up to 16.9 million shares of the Company’s common stock. The plan has no expiration date. As of September 30, 2026, the Company had a remaining authorization to repurchase 7.9 million shares of the Company's common stock under this program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

Securities Trading Plans of Directors and Executive Officers

None of the Company's directors or “officers” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K) during the fiscal quarter ended September 30, 2026.

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ROLLINS, INC. AND SUBSIDIARIES

ITEM 6. EXHIBITS

Exhibit No.

Exhibit Description

Incorporated By Reference

Filed Herewith

Form

Date

Number

3.1

Restated Certificate of Incorporation of Rollins, Inc., dated July 28, 1981

10-Q

August 1, 2005

(3)(i)(A)

3.2

Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated August 20, 1987

10-K

March 11, 2005

(3)(i)(B)

3.3

Certificate of Change of Location of Registered Office and of Registered Agent, dated March 22, 1994

10-Q

August 1, 2005

(3)(i)(C)

3.4

Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 26, 2011

10-K

February 25, 2015

(3)(i)(E)

3.5

Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 28, 2015

10-Q

July 29, 2015

(3)(i)(F)

3.6

Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 23, 2019

10-Q

April 26, 2019

(3)(i)(G)

3.7

Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 27, 2021

10-Q

July 30, 2021

(3)(i)(H)

3.8

Amended and Restated By-Laws of Rollins, Inc., dated July 23, 2024

10-Q

July 25, 2024

3.8

4.1

Form of Common Stock Certificate of Rollins, Inc.

10-K

March 26, 1999

(4)

4.2

Description of Registrant’s Securities

10-K

February 12, 2026

4.2

4.3

Indenture, dated as of February 24, 2025, among Rollins, Inc., the subsidiary guarantors party thereto from time to time and Regions Bank, as trustee.

8-K

February 24, 2025

4.1

4.4

Registration 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-K

February 24, 2025

4.2

4.5

Form of Note for Rollins, Inc.’s 5.25% Senior Notes due 2035

8-K

February 24, 2025

4.3

4.6

First Supplemental Indenture, dated as of March 21, 2025, among Rollins, Inc., the subsidiary guarantors party thereto and Regions Bank, as trustee.

8-K

March 21, 2025

4.2

31.1

Certification 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 2002

31.2

Certification 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 2002

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 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Schema Document

101.CAL

Inline XBRL Calculation Linkbase Document

101.LAB

Inline XBRL Labels Linkbase Document

101.PRE

Inline XBRL Presentation Linkbase Document

101.DEF

Inline XBRL Definition Linkbase Document

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

____________________

** Furnished with this report

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ROLLINS, INC. AND SUBSIDIARIES

SIGNATURES

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


	ROLLINS, INC.
	(Registrant)

Date: October 22, 2026	By:	/s/ William W. Harkins
		William W. Harkins
		Principal Financial and Accounting Officer

Form: 10-Q

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