Item 4 — Purpose of Transaction
Underwritten Secondary Offering On November 10, 2025, the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with LOR, Inc. and Rollins Holding Company, Inc. as the selling stockholders (the "Selling Stockholders") and Morgan Stanley & Co. LLC (the "Underwriter"), pursuant to which the Selling Stockholders agreed to sell to the Underwriters an aggregate of 17,391,305 shares of Common Stock at a price per share of $56.93, after underwriting discounts and commissions (the "Secondary Offering"). LOR, Inc. also granted the Underwriters a 30-day option to purchase up to an aggregate of 2,608,695 additional shares of Common Stock (the "Additional Shares") owned by the Selling Stockholders. In addition, through participation in the Secondary Offering, the Issuer repurchased from the Underwriters 3,478,260 of the initial number of shares sold by the Selling Stockholders at the same per share price to be paid by the Underwriters to the Selling Stockholders (the "Repurchased Shares"). The Secondary Offering, including the purchase of the Additional Shares and the repurchase by the Issuer of the Repurchased Shares, closed on November 12, 2025. The Secondary Offering was made pursuant to a preliminary prospectus supplement and final prospectus supplement under the Issuer's shelf registration statement on Form S-3 (File No. 333-272422) (the "Registration Statement"), each of which has been filed with the SEC. In connection with the Secondary Offering, pursuant to the Underwriting Agreement, on November 10, 2025, each Reporting Person executed a lock-up agreement (the "Lock-Up Agreements"), pursuant to which and subject to specified exceptions, each agreed for a period of 365 days after November 10, 2025 not to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of the Company's common stock, or any options or warrants to purchase any shares of the Company's common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of the Company's common stock (such options, warrants or other securities, collectively, "Derivative Instruments"), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the Reporting Person; (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the Reporting Person or someone other than the Reporting Person), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of the Company's common stock, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the shares of the Company's common stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a "Transfer"); or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above (clauses (i) through (iii) above, collectively the "Lock-Up Restrictions"). The Lock-Up Restrictions will not apply, subject in certain cases to various conditions (including the transfer of the Lock-Up Restrictions), to Transfers: (i) as a bona fide gift or gifts or charitable contributions; (ii) to any trust for the direct or indirect benefit of the Reporting Person or the immediate family of the Reporting Person; (iii) to any beneficiary of or estate of a beneficiary of the Reporting Person pursuant to a trust, will or other testamentary document or applicable laws of descent; (iv) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; (v) in transactions relating to shares of the Company's common stock or other securities acquired in open market transactions after the closing of this offering; (vi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company's capital stock after the consummation of this offering, involving a change of control of the Company; (vii) to any person that is a member of the same reporting "group" (within the meaning of Section 13(d)(3) of the Exchange Act) as the Reporting Person; (viii) if the Reporting Person is a corporation or other entity, to its wholly-owned subsidiaries or other entity; (ix) in connection with the sale of the Reporting Person's shares of common stock pursuant to the underwriting agreement; (x) in connection with any sales made