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Rollins Inc美股招股说明书(2025-11-10版)

2025-11-10 美股招股说明书 John
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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated November 10, 2025 Filed Pursuant to Rule 424(b)(5)Registration No. 333-272422 Preliminary Prospectus Supplement(To the Prospectus dated June 5, 2023) Rollins, Inc. $1,000,000,000 of Common Stock The Selling Shareholders identified in this prospectus supplement are offering $1.0 billion of shares of Rollins, Inc. commonstock, par value $1.00 per share. We will not receive any of the proceeds from the sale of the shares being sold by the SellingShareholders. The Selling Shareholders will pay underwriting discounts and commissions in respect of the sale of these shares. Concurrently with the closing of this offering, we expect to repurchase approximately $200 million of shares of common stockfrom the underwriter at a price per share equal to the public offering price, less underwriting discounts and commissions (the “ShareRepurchase”). See “Summary—Concurrent Share Repurchase.” The completion of the Share Repurchase is conditioned on the closingof this offering, and the closing of this offering is conditioned on the completion of the Share Repurchase. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “ROL.” The closing price of thecommon stock as reported on the NYSE on November 10, 2025 was $58.56 per share. Public offering priceUnderwriting discounts and commissionsProceeds to the Selling Shareholders, before expenses(1) (1)No discounts or commissions are payable to the underwriter in connection with the $200 million of shares of common stock to be repurchased by us pursuant tothe Share Repurchase. We have agreed to reimburse the underwriter for certain expenses in connection with this offering. See “Underwriting.” The Selling Shareholders have granted the underwriter an option for a period of 30days from the date of this prospectussupplement to purchase an aggregate of up to an additional $150 million of shares of common stock at a price per share equal to thepublic offering price, less underwriting discounts and commissions. Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on pageS-11ofthis prospectus supplement and in the documents incorporated by reference in this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriter expects to deliver the shares of common stock against payment in New York, New York on oraboutNovember, 2025. Sole Bookrunner Morgan Stanley November, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEFORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGSUMMARY HISTORICAL FINANCIAL AND OTHER DATARISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYSELLING SHAREHOLDERSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTS PROSPECTUS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEFORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF THE DEBT SECURITIESDESCRIPTION OF THE DEPOSITARY SHARESDESCRIPTION OF THE WARRANTSDESCRIPTION OF THE RIGHTSDESCRIPTION OF THE PURCHASE CONTRACTSDESCRIPTION OF THE UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which contains specific information about theSelling Shareholders and the terms on which the Selling Shareholders are offering and selling shares of our common stock. The secondpart is the accompanying prospectus, which gives more general information, some of which may not apply to this offering. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained inthe accompanying prospectus or any document incorporated by reference herein or therein filed prior to the date of this prospectussupplement, you should rely on the information in this prospectus supplement. The information contained in this prospectussupplement, the accompanying prospectus and the documents incorporated by reference herein or therein prepared by us or on ourbehalf is accurate only as of the date of the respective document regardless of the time of delivery of such document or any sale of thecommon stock. Our business, financial condition, resu