RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Aircraft and Administrative Arrangements

In 2014, P.I.A. LLC, a company then owned by our late Chairman of the Board of Directors, R. Randall Rollins, purchased a Lear Model 35A jet and entered into a lease arrangement with the Company for company use of the aircraft for business purposes. P.I.A. LLC is now owned by a trust for the benefit of the late Mr. Rollins’ family. The Company terminated the lease in 2024. The Company paid $100 per month in rent for the leased aircraft, and all variable costs and expenses associated with the leased aircraft, such as the costs for fuel, maintenance, storage and pilots. The Company had the priority right to use of the aircraft on business days, and Rollins family members and guests had the right to use the aircraft for personal use through the terms of an Aircraft Time Sharing Agreement with the Company. During the year ended December 31, 2023, the Company paid or incurred approximately $0.6 million in rent and operating costs under the Aircraft Time Sharing Agreement. The Company made $500 in rent payments in 2024 and no payments in 2025.

In August 2023, GWRG450, LLC (“GWR LLC”), a company wholly-owned by Mr. Gary W. Rollins, purchased a Gulfstream 450 aircraft (the “G450”). In connection with the G450 purchase, the Company entered into a lease arrangement with GWR LLC to lease the G450 for corporate purposes from time to time. That lease arrangement was superseded and replaced effective January 1, 2024 with a Non-Exclusive Part 91 (Dry) Aircraft Lease Agreement between the Company and GWR, LLC (the “Dry Lease”). Pursuant to the Dry Lease, the Company has access to the aircraft for business purposes. The Company pays GWR, LLC an hourly flight rent with a minimum charge per use of $15,000 per round trip with a minimum annual rental commitment of $300,000. In addition, as consideration for access to the aircraft, the Company pays $300,000 of its annual maintenance charges, a portion of costs for the maintenance contractor and the state and local sales tax on the rental payments. The Dry Lease expires on June 30, each year and is auto-extended per its terms unless sooner terminated. During the years ended December 31, 2025 and 2024, the Company paid approximately $0.7 million and $0.6 million to GWR LLC respectively, pursuant to the Dry Lease.

Pursuant to a Pilot Sharing Agreement (the “Pilot Sharing Agreement”), amended September 30, 2024, among the Company, LOR, and Mr. Gary W. Rollins: (1) the Company agrees to provide pilot services and training to LOR and Mr. Gary W. Rollins to operate aircraft they own directly or indirectly, (2) LOR agrees to reimburse the Company for 50% of the pilot services and training, and (3) LOR agrees to reimburse the Company for the pilot expenses for the LOR aircraft. Charges to LOR under the Pilot Sharing Agreement totaled $0.4 million, $0.5 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Pursuant to the Administrative Services Agreement (the “Administrative Services Agreement”) among the Company, LOR and GWR LLC, the Company provides certain services to LOR and GWR LLC. Among other fees, LOR and GWR LLC each agree to pay for a third of all aircraft hanger related expenses, and LOR agrees to pay a hut rental fee. The Company

also provides accounting services and accounts payable services related to all aviation activities and employs or contracts for pilots for all such aircraft. Charges to LOR and GWR LLC for rent and administrative services totaled $2.3 million, $2.2 million and $1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The foregoing aircraft and administrative services arrangements were previously approved by the Company’s Nominating and Corporate Governance Committee.

Related Party Franchise Agreement

On each of December 1, 2019 and October 1, 2024, Orkin, a subsidiary of the Company entered into a franchise agreement with Wilson Pest Management, Inc. The franchises are owned 100% by John Wilson IV. The Company received a total of approximately $0.5 million, $0.2 million and $0.2 million during each of the years ended December 31, 2025, 2024 and 2023, respectively. John Wilson IV is the son of John F. Wilson, Executive Chairman of the Company. The Company's Nominating and Corporate Governance Committee approved the agreements in accordance with its Related Party Transactions policy.

2025 Secondary Offering

On November 10, 2025, the Company entered into the 2025 Underwriting Agreement with the Selling Stockholders and the Underwriter relating the 2025 Offering. In connection with the 2025 Offering, the Selling Stockholders granted the Underwriter an option to purchase the 2025 Optional Shares. The 2025 Offering, including the sale of the 2025 Optional Shares, closed on November 12, 2025. The Company did not sell any shares in the 2025 Offering and did not receive any proceeds from the 2025 Offering. In addition, the Company completed the repurchase of 3,478,260 of the shares of Common Stock offered in the 2025 Offering for approximately $200 million at the same per share price paid by the Underwriter to the Selling Stockholders in the 2025 Offering, or $56.93 per share.

In connection with the 2025 Offering, each of the Selling Stockholders entered into lock-up agreements for a period of 365 days from the pricing date of the 2025 Offering, during which time the Selling Stockholders will be restricted from engaging in certain transactions with respect to their shares of the Company’s common stock. The 2025 Offering was made pursuant to the Company’s existing registration statement on Form S-3, previously filed with the SEC and declared effective by the SEC on June 22, 2023, as supplemented by the prospectus supplement dated November 10, 2025, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

The 2025 Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Shareholders and also provides for customary indemnification by each of the Company, the Selling Shareholders and the Underwriter against certain liabilities. The foregoing description of the 2025 Underwriting Agreement is not meant to be a complete description and is qualified in its entirety by the 2025 Underwriting Agreement.

2023 Secondary Offering

On September 6, 2023, the Company entered into the 2023 Underwriting Agreement with LOR and the Underwriters relating to the 2023 Offering. In connection with the 2023 Offering, LOR granted the Underwriters an option to purchase the 2023 Optional Shares. The 2023 Offering, including the sale of the 2023 Optional Shares, closed on September 11, 2023. The Company did not sell any shares in the 2023 Offering and did not receive any proceeds from the 2023 Offering. In addition, the Company completed the repurchase from LOR of 8,724,100 of the shares of Common Stock offered in the 2023 Offering for approximately $300 million at the same per share price paid by the Underwriters to LOR in the 2023 Offering, or $34.39 per share.

In connection with the 2023 Offering, LOR entered into a lock-up agreement with the Underwriters for a period of 365 days from the pricing date of the 2023 Offering, during which time LOR was restricted from engaging in certain transactions with respect to its shares of the Company’s common stock. The 2023 Offering was made pursuant to the Company’s existing registration statement on Form S-3, previously filed with the SEC and declared effective by the SEC on June 22, 2023, as supplemented by the prospectus supplement dated September 6, 2023, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

The 2023 Underwriting Agreement contains customary representations, warranties and covenants of the Company and LOR and also provides for customary indemnification by each of the Company, LOR and the Underwriters against certain

liabilities. The foregoing description of the 2023 Underwriting Agreement is not meant to be a complete description and is qualified in its entirety by the 2023 Underwriting Agreement.

Registration Rights Agreement

On June 5 2023, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with LOR and LOR paid $1.5 million to the Company and upon closing the 2023 Offering, LOR paid $3.5 million to the Company pursuant to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company will pay all costs, fees and expenses incident to the Company’s performance or compliance with the Registration Rights Agreement with respect to a total of five (5) requested offerings, and thereafter, LOR will be responsible for all such expenses in connection with any subsequent offering. These cash receipts were included in other financing activities in our consolidated statements of cash flows.