ROLLINS GARY W 4

What Happened

• Gary W. Rollins (reported as a 10% owner) received 34,162 shares on 2026-02-10 as the vesting payout of a fiscal 2023–2025 performance share award (recorded as an award at $0.00). On the same date, 15,213 shares were disposed of to satisfy tax withholding obligations at a per-share value of $64.31, totaling $978,348. The award reflects performance-share vesting (including dividends accrued during the performance period), and the share disposition was for tax payment rather than an open-market sale.

Key Details

• Transaction dates: 2026-02-10 (award and tax-withholding disposition); Form 4 filed 2026-02-12 (timely).
• Award: 34,162 performance shares acquired (report shows $0.00 purchase price for the award).
• Tax withholding: 15,213 shares disposed at $64.31 each = $978,348 (code F — payment of exercise price or tax liability).
• Shares owned after transaction: Not explicitly stated in the provided report; footnote F2 says the reported ownership total includes restricted and unrestricted shares.
• Footnotes:
  • F1: Performance shares earned upon vesting of the Fiscal 2023–2025 award, including dividends earned during the period.
  • F2: Ownership totals include both restricted and unrestricted shares held by the reporting person as of the report date.
  • F3: Some shares are held via a Dividend Reinvestment Plan (DRIP).
• Filing timeliness: The Form 4 was filed two days after the transaction date (timely under standard reporting rules).

Context

• This was a vesting of performance shares with shares withheld to cover taxes (a routine administrative action), not an open-market sale or a purchase indicating a directional investment decision. As a reported 10% owner, Mr. Rollins is a significant shareholder; these entries reflect compensation vesting and related tax withholding rather than a discretionary trade.