Rollins, Inc. · 10-Q · Item 2 MD&A

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 June 30, 2026:

•Second quarter revenues were $1.1 billion, an increase of 7.9% over the second quarter of 2025 with organic revenues* increasing 5.7%. This represents our 99th consecutive quarter of revenue growth.

•Quarterly operating income was $201.4 million, an increase of 1.5% over the second quarter of 2025. Quarterly operating margin was 18.7%, a decrease of 110 basis points versus the second quarter of 2025. Adjusted operating income* was $209.9 million, an increase of 2.0% over the prior year. Adjusted operating margin* was 19.5%, a decrease of 110 basis points compared to the prior year.

•Quarterly net income was $143.9 million, an increase of 1.7% over the prior year. Adjusted net income* was $151.9 million, an increase of 3.4% over the prior year.

•Adjusted EBITDA* was $236.3 million, an increase of 2.2% over the prior year. Adjusted EBITDA margin* was 21.9%, a decrease of 120 basis points versus the second quarter of 2025.

•Quarterly EPS was $0.30 per diluted share, a 3.4% increase over the prior year EPS of $0.29. Adjusted EPS* was $0.32 per diluted share, an increase of 6.7% over the prior year.

•Operating cash flow was $172.5 million for the quarter, a decrease of 1.5% compared to the prior year. Free cash flow* was $166 million for the quarter, a decrease of 1.2% compared to the prior year. Cash flow was negatively impacted due to the timing of tax payments associated with our tax credit planning strategy. T1The Company invested $116.8 million in acquisitions, $6.4 million in capital expenditures, and paid dividends totaling $88.1 million.

Our reported results for the second quarter fell short of our expectations. Organic revenue* growth in the quarter was negatively impacted by T2slower growth in parts of our residential service offering due to a decline in lead volume. Specifically, those of our brands that are more reliant on consumer-initiated demand through search, digital media and inbound calls experienced a more challenging demand environment. Encouragingly, other T3areas of our business that leverage relationship-based channels, such as home builders and door-to-door sales, delivered solid organic revenue* growth in the quarter, reinforcing the importance of our diversified, multi-brand approach. Although we remain cautious regarding near-term demand trends, lead volume improved toward the end of June and has maintained this momentum through the first few weeks of July.

We are focused on execution, accountability, and consistent improvement. We have implemented organizational and operational changes to improve local execution, strengthen accountability, and better align resources with current demand conditions, while continuing to invest in areas that will drive long-term growth.

Given our first half results and visibility into near-term operating conditions, we are updating our full-year outlook. T4We expect to report at least 6% organic revenue* growth, 2% to 3% inorganic revenue* growth, adjusted incremental EBITDA margin* of at least 10%, and free cash flow conversion* of greater than 100% in 2026. We believe the medium-term financial outlook and opportunities outlined at our Investor & Analyst Conference in May remain ahead of us and we maintain conviction in our ability to achieve those financial targets over time.

*Amounts are non-GAAP financial measures. See the schedules below for a discussion of non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure.

RECENT DEVELOPMENTS AND ECONOMIC CONDITIONS

T5The 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

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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

Three Months Ended June 30,

Variance

(in thousands, except per share data)

$

%

GAAP Metrics

Revenues

$

$

$

%

Gross profit (1)

$

$

$

%

Gross profit margin (1)

%

%

Operating income

$

$

$

%

Operating margin

%

%

Net income

$

$

$

%

EPS

$

$

$

%

Operating cash flow

$

$

$

%

Non-GAAP Metrics

Adjusted operating income (2)

$

$

$

%

Adjusted operating margin (2)

%

%

Adjusted net income (2)

$

$

$

%

Adjusted EPS (2)

$

$

$

%

Adjusted EBITDA (2)

$

$

$

%

Adjusted EBITDA margin (2)

%

%

Free cash flow (2)

$

$

$

%

(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.

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

Three Months Ended June 30,

$

% of Revenue

$

% of Revenue

Revenue

$

%

$

%

Less:

Cost of services provided (exclusive of depreciation and amortization below):

Employee expenses

%

%

Materials and supplies

%

%

Insurance and claims

%

%

Fleet expenses

%

%

Other cost of services provided (1)

%

%

Total cost of services provided (exclusive of depreciation and amortization below)

$

%

$

%

Sales, general and administrative:

Selling and marketing expenses

%

%

Administrative employee expenses

%

%

Insurance and claims

%

%

Fleet expenses

%

%

Other sales, general and administrative (2)

%

%

Total sales, general and administrative

$

%

$

%

Depreciation and amortization

%

%

Interest expense, net

%

%

Other (income) expense, net

%

—

%

Income tax expense

%

%

Net income

$

%

$

%

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 June 30, 2026 and June 30, 2025, respectively:

Revenues for the quarter ended June 30, 2026 were $1.1 billion, an increase of $79.0 million, or 7.9%, from 2025 revenues of $999.5 million. The increase in revenues was driven by demand from our customers across all major service offerings. T6Organic revenue* growth was 5.7% with acquisitions adding 2.2% in the quarter. Residential pest control revenue increased 6.6%, commercial pest control revenue increased 8.6% and termite and ancillary services grew 10.5% including both organic and acquisition-related growth in each area. Organic revenue* growth was 3.6% in residential, 7.2% in commercial, and 8.9% in termite and ancillary activity. The Company’s foreign operations accounted for approximately 7% of total revenues for the quarters ended June 30, 2026 and June 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)

First quarter

$

$

$

Second quarter

Third quarter

—

Fourth quarter

—

Year to date

$

$

$

Gross Profit (exclusive of Depreciation and Amortization)

Gross profit for the quarter ended June 30, 2026 was $569.9 million, an increase of $32.3 million, or 6.0%, compared to $537.7 million for the quarter ended June 30, 2025.

Gross margin decreased 100 basis points to 52.8% in 2026 compared to 53.8% in 2025. The decrease is primarily due to 70 basis points of higher employee expenses, including higher employee medical costs and service salaries, 20 basis points of higher materials and supplies, and 20 basis points of higher fleet expenses associated with higher fuel costs. This was partially offset by 10 basis points of leverage in insurance and claims costs.

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Sales, General and Administrative

For the quarter ended June 30, 2026, sales, general and administrative ("SG&A") expenses were $335.0 million, an increase of $27.4 million, or 8.9%, compared to the quarter ended June 30, 2025.

As a percentage of revenue, SG&A increased 30 basis points to 31.1% from 30.8% in the prior year, primarily due to 10 basis points of higher selling and marketing costs and 10 basis points of higher fleet expenses associated with higher fuel costs. The remaining increase was driven by other SG&A costs.

Depreciation and Amortization

For the quarter ended June 30, 2026, depreciation and amortization increased $1.9 million, or 5.9%, compared to the quarter ended June 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 June 30, 2026, operating income increased $3.0 million, or 1.5%, compared to the prior year.

As a percentage of revenue, operating income was 18.7%, a decrease of 110 basis points compared to the second quarter of 2025. T7Operating margin decreased mostly due to higher employee expenses, higher materials and supplies, higher fleet expenses, and other SG&A expenses.

Interest Expense, Net

During the quarter ended June 30, 2026, interest expense, net increased $2.0 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 June 30, 2026, other (income) expense, net decreased $2.5 million primarily due to higher losses on non-operational asset sales and disposals.

Income Taxes

The Company’s effective tax rate was 24.2% in the second quarter of 2026 and 26.0% in the second quarter of 2025. The reduced rate is primarily due to the purchase of transferable federal income tax credits during the three months ended June 30, 2026.

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Six Months Ended June 30,

Variance

(in thousands, except per share data)

$

%

GAAP Metrics

Revenues

$

$

$

%

Gross profit (1)

$

$

$

%

Gross profit margin (1)

%

%

bps

Operating income

$

$

$

%

Operating margin

%

%

bps

Net income

$

$

$

%

EPS

$

$

$

%

Operating cash flow

$

$

$

%

Non-GAAP Metrics

Adjusted operating income (2)

$

$

$

%

Adjusted operating margin (2)

%

%

bps

Adjusted net income (2)

$

$

$

%

Adjusted EPS (2)

$

$

$

%

Adjusted EBITDA (2)

$

$

$

%

Adjusted EBITDA margin (2)

%

%

bps

Free cash flow (2)

$

$

$

%

(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.

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

Six Months Ended June 30,

$

% of Revenue

$

% of Revenue

Revenue

$

%

$

%

Less:

Cost of services provided (exclusive of depreciation and amortization below):

Employee expenses

%

%

Materials and supplies

%

%

Insurance and claims

%

%

Fleet expenses

%

%

Other cost of services provided (1)

%

%

Total cost of services provided (exclusive of depreciation and amortization below)

$

%

$

%

Sales, general and administrative:

Selling and marketing expenses

%

%

Administrative employee expenses

%

%

Insurance and claims

%

%

Fleet expenses

%

%

Other sales, general and administrative (2)

%

%

Total sales, general and administrative

$

%

$

%

Depreciation and amortization

%

%

Interest expense, net

%

%

Other (income) expense, net

%

%

Income tax expense

%

%

Net income

$

%

$

%

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 six months ended June 30, 2026 and June 30, 2025, respectively:

Revenues for the six months ended June 30, 2026 were $2.0 billion, an increase of $163.0 million, or 8.9%, from 2025 revenues of $1.8 billion. The increase in revenues was driven by demand from our customers across all major service offerings. Organic revenue* growth was 6.1% with acquisitions adding 2.8% in the six months ended June 30, 2026. Residential pest control revenue increased 7.8%, commercial pest control revenue increased 9.1% and termite and ancillary services grew 11.9%, including both organic and acquisition-related growth in each area. Organic revenue* growth was 3.9% in residential, 7.4% in commercial, and 9.3% in termite and ancillary. The Company’s foreign operations accounted for approximately 7% of total revenues for the six months ended June 30, 2026 and June 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.

Gross Profit (exclusive of Depreciation and Amortization)

Gross profit for the six months ended June 30, 2026 was $1.0 billion, an increase of $70.8 million, or 7.4%, compared to $960.0 million for the six months ended June 30, 2025.

Gross margin decreased to 51.9% in 2026 versus 52.7% in 2025. The decrease is primarily due to 50 basis points of higher employee expenses, including medical costs and service salaries, 20 basis points of higher insurance and claims costs, 20 basis points of higher fleet expenses primarily associated with higher fuel costs, and 10 basis points of higher materials and supplies costs. This was partially offset by lower other 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 six months ended June 30, 2026, SG&A expenses increased $59.8 million, or 10.7%, compared to the six months ended June 30, 2025.

As a percentage of revenue, SG&A expenses increased 50 basis points to 31.1% from 30.6% in the prior year. This is primarily due to 20 basis points of higher selling and marketing costs associated with continued investments in growth initiatives and higher other SG&A expenses, partially offset by lower administrative employee costs.

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Depreciation and Amortization

For the six months ended June 30, 2026, depreciation and amortization increased $5.2 million, or 8.5%, compared to the six months ended June 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 six months ended June 30, 2026, operating income increased $5.9 million, or 1.7%, compared to the six months ended June 30, 2025.

As a percentage of revenue, operating income decreased 120 basis points to 17.5% from 18.7% in the prior year. Operating margin decreased mostly due to higher employee expenses, higher insurance and claims costs, higher fleet expenses, and higher other operating expenses.

Interest Expense, Net

For the six months ended June 30, 2026, interest expense, net increased $5.1 million, compared to the six months ended June 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 six months ended June 30, 2026, other income decreased $2.7 million compared to the six months ended June 30, 2025, primarily due to higher losses on non-operational asset sales and disposals.

Income Taxes

During the six months ended June 30, 2026, the Company’s effective tax rate decreased to 23.0% compared to 25.0% in 2025. The reduced rate is primarily due to the purchase of transferable federal income tax credits during the six months ended June 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 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 June 30,

Six Months Ended June 30,

Variance

Variance

$

%

$

%

Reconciliation of Revenues to Organic Revenues

Revenues

$

$

$

$

Revenues from acquisitions

—

—

Organic revenues

$

$

$

$

Reconciliation of Residential Revenues to Organic Residential Revenues

Residential revenues

$

$

$

$

Residential revenues from acquisitions

—

—

Residential organic revenues

$

$

$

$

Reconciliation of Commercial Revenues to Organic Commercial Revenues

Commercial revenues

$

$

$

$

Commercial revenues from acquisitions

—

—

Commercial organic revenues

$

$

$

$

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

Termite and ancillary revenues

$

$

$

$

Termite and ancillary revenues from acquisitions

—

—

Termite and ancillary organic revenues

$

$

$

$

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

Franchise and other revenues

$

$

$

$

Franchise and other revenues from acquisitions

—

—

—

—

—

—

—

—

Franchise and other organic revenues

$

$

$

$

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ROLLINS, INC. AND SUBSIDIARIES

Three Months Ended June 30,

Variance

Six Months Ended June 30,

Variance

$

%

$

%

Reconciliation of Operating Income to Adjusted Operating Income and Adjusted Operating Margin

Operating income

$

$

$

$

Acquisition-related expenses (1)

Adjusted operating income

$

$

$

$

Revenues

$

$

$

$

Operating margin

%

%

%

%

Adjusted operating margin

%

%

%

%

Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS

Net income

$

$

$

$

Acquisition-related expenses (1)

Loss (gain) on sale of assets, net (2)

Tax impact of adjustments (3)

Adjusted net income

$

$

$

$

EPS - basic and diluted

$

$

$

$

Acquisition-related expenses (1)

Loss (gain) on sale of assets, net (2)

—

—

—

—

Tax impact of adjustments (3)

—

Adjusted EPS - basic and diluted (4)

$

$

$

$

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

Reconciliation of Net Income to EBITDA, Adjusted EBITDA, EBITDA Margin, Incremental EBITDA Margin, Adjusted EBITDA Margin, and Adjusted Incremental EBITDA Margin

Net income

$

$

$

$

Depreciation and amortization

Interest expense, net

Provision for income taxes

EBITDA

$

$

$

$

Acquisition-related expenses (1)

Loss (gain) on sale of assets, net (2)

Adjusted EBITDA

$

$

$

$

Revenues

$

$

$

$

EBITDA margin

%

%

%

%

Incremental EBITDA margin

%

%

Adjusted EBITDA margin

%

%

%

%

Adjusted incremental EBITDA margin

%

%

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow Conversion

Net cash provided by operating activities

$

$

$

$

Capital expenditures

Free cash flow

$

$

$

$

Free cash flow conversion

%

%

%

%

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ROLLINS, INC. AND SUBSIDIARIES

Three Months Ended June 30,

Six Months Ended June 30,

Reconciliation of SG&A to Adjusted SG&A

SG&A

$

$

$

$

Acquisition-related expenses (1)

Adjusted SG&A

$

$

$

$

Revenues

$

$

$

$

Adjusted SG&A as a % of revenues

%

%

%

%

Period Ended

Period Ended

Reconciliation of Debt and Net Income to Leverage Ratio

Short-term debt (5)

$

$

Long-term debt (6)

Operating lease liabilities (7)

Cash adjustment (8)

Adjusted net debt

$

$

Net income

Depreciation and amortization

Interest expense, net

Provision for income taxes

Operating lease cost (9)

Stock-based compensation expense

Adjusted EBITDAR

$

$

Leverage ratio

(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 June 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 June 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 $109.1 million of total cash at June 30, 2026 is held at various banking institutions. As of June 30, 2026, approximately $46.2 million is held in cash by foreign subsidiaries and the remaining $62.9 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 June 30, 2026 and December 31, 2025, there were $215.9 million and $114.4 million of outstanding borrowings under the commercial paper program, respectively.

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.

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 will have no transfer restrictions or registration rights.

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”).

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.

As of June 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 June 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.

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

Six Months Ended June 30,

(in thousands)

Net cash provided by operating activities

$

$

Net cash used in investing activities

Net cash used in financing activities

Effect of exchange rate on cash

Net increase in cash and cash equivalents

$

$

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 $290.9 million and $322.0 million for the six months ended June 30, 2026 and 2025, respectively. The $31.1 million, or 9.7%, decrease was driven primarily by an increase of approximately $49.7 million in net income tax payments associated with our tax credit planning strategy as well as the timing of cash receipts and cash payments to and from customers, vendors, and employees.

Aside from the timing impact of our federal income tax payments, we continued to generate strong operating cash flows. We expect these timing differences to moderate as we go through the year, resulting in a neutral impact on our full-year operating cash flow growth.

Cash Used in Investing Activities

The Company’s investing activities used $146.2 million and $263.1 million for the six months ended June 30, 2026 and 2025, respectively. Cash paid for acquisitions totaled $135.3 million for the six months ended June 30, 2026, compared to $253.6 million for the six months ended June 30, 2025. The Company invested $13.6 million in capital expenditures during the six months ended June 30, 2026, offset by $1.1 million in cash proceeds from the sale of assets, compared with $13.9 million of capital expenditures and $3.5 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 $134.7 million was used in financing activities during the six months ended June 30, 2026, compared with $28.6 million during the six months ended June 30, 2025. A total of $175.9 million was paid in cash dividends ($0.3650 per share) during the six months ended June 30, 2026, compared to $159.4 million in cash dividends paid ($0.330 per share) during the six months ended June 30, 2025.

During the six months ended June 30, 2026, the Company received net borrowings of $101.5 million under its commercial paper program compared to net borrowings under its 2035 Senior Notes and Revolving Credit Facility and commercial paper program of $155.2 million during 2025.

During the six months ended June 30, 2026, the Company paid $9.5 million of contingent consideration, compared to $3.4 million during the six months ended June 30, 2025. The Company withheld $22.8 million and $14.9 million of common stock for the six months ended June 30, 2026 and 2025, respectively, in connection with tax withholding obligations of its employees upon vesting of such employees’ equity awards.

T8During the six months ended June 30, 2026, the Company paid $20.0 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.

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During the six months ended June 30, 2026, we repurchased 382,089 shares of our $1 par value common stock at a weighted average price of $52.38 per share. As of June 30, 2026, 11.0 million additional shares may be purchased under our share repurchase program.

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

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.

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.

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.

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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.

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;

•our belief that the medium-term financial outlook and opportunities outlined at our Investor & Analyst Conference in May are intact;

•our belief that the momentum established late in the second quarter provides a stronger foundation as we move through the second half of the year;

•the Romex and Saela acquisition 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;

•our expectation that the timing of tax payments will moderate and cash flow growth will improve in future quarters;

•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;

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•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 approach to capital allocation inclusive of dividends, share repurchases, acquisitions and other investments;

•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; and

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

These forward-looking statements are based on information available as of the date of this report, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements including, but not limited to, those set forth in the sections entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and may also be described from time to time in our future reports filed with the SEC.

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.