Gahlhoff Jerry Jr. 4

What Happened

• Jerry Gahlhoff Jr., President & CEO and Director of Rollins, was granted 74,980 restricted shares on 2026-02-20 (reported on Form 4). The grant was issued at $0 under the Issuer’s 2018 Stock Incentive Plan.
• Concurrently, 27,846 shares were disposed/withheld by the company to satisfy tax withholding obligations at $61.35 per share, amounting to $1,708,352. The withholding is reported under transaction code F.

Key Details

• Transaction date: February 20, 2026; Form 4 filed February 24, 2026 (timely within required reporting window).
• Grant: 74,980 restricted shares issued (no cash consideration).
• Withholding: 27,846 shares withheld at $61.35/share = $1,708,352 to cover taxes.
• Vesting: The restricted shares vest over a three-year period beginning February 20, 2027 (one-third on that date, remainder in equal portions on the next two anniversaries) (footnote F1).
• Plan: Shares issued under the 2018 Stock Incentive Plan; reporting person paid no consideration (footnote F2).
• Disposition note: Withheld shares represent tax withholding on vesting (footnote F3).
• Shares owned after transaction: not specified in the provided data; footnote notes the ownership amount reported includes both restricted and unrestricted shares (footnote F4).

Context

• This was an award of restricted stock, not an open-market purchase or voluntary sale. The withholding is a routine tax-related disposition (cashless withholding) associated with equity compensation and does not by itself indicate a change in the CEO’s long-term stake or market view.
• Vesting begins in 2027, so the economic interest in the new shares is subject to future time-based vesting conditions.