Automatic Data Processing: Form 144 notice for $3.47M insider sale

Rhea-AI Filing Summary

Form 144 filed for Automatic Data Processing (ADP) reports a proposed sale of 11,701 common shares held by a person whose restricted stock vested on 09/01/2025. The shares are to be sold through Fidelity Brokerage Services LLC on or about 09/03/2025 on NASDAQ, with an aggregate market value of $3,470,165.57. The filing states the securities were acquired as compensation and that no securities were sold by the filer in the prior three months. The filer certifies they are not aware of undisclosed material adverse information.

Positive

• Regulatory compliance: The filer provided required Rule 144 disclosure including acquisition date, broker, and aggregate value.
• Clear provenance: Securities were acquired through restricted stock vesting and paid as compensation, which is explicitly stated.

Negative

• Insider sale planned: Proposed disposition of 11,701 shares worth $3,470,165.57 could be viewed negatively by some investors.
• No 10b5-1 plan date provided: The filing does not indicate a trading plan adoption date or instruction under Rule 10b5-1.

Insights

Securities Analyst

TL;DR: Insider plans to sell vested restricted shares worth $3.47M via Fidelity shortly after vesting.

The filing is a routine Form 144 notice indicating the holder intends to sell 11,701 shares that vested on 09/01/2025. The sale is slated for about 09/03/2025 on NASDAQ through Fidelity. No sales were reported in the prior three months, suggesting this is a single post-vesting disposition rather than a pattern of regular insider selling. The disclosure meets Rule 144 procedural requirements by documenting acquisition, form of payment (compensation), and broker details.

Corporate Governance Expert

TL;DR: Filing signals compliance with insider trading disclosure rules; timing aligns with restricted stock vesting.

The notice specifies that the securities were acquired via restricted stock vesting and that the filer attests to no undisclosed material adverse information. This is consistent with required certifications when selling shares under Rule 144. The document does not indicate any trading plan adoption date or 10b5-1 instruction, and contains no information about company operations or material events.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	11701	3470165.57	405043142	09/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/01/2025	Restricted Stock Vesting	Issuer			11701	09/01/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the ADP Form 144 disclose?

The filing discloses a proposed sale of 11,701 ADP common shares acquired via restricted stock vesting on 09/01/2025, to be sold about 09/03/2025 through Fidelity, aggregate value $3,470,165.57.

Who is the broker handling the sale of ADP shares?

The broker listed is Fidelity Brokerage Services LLC at the Smithfield, RI address provided in the filing.

Were any ADP shares sold by the filer in the prior three months?

No. The filing states "Nothing to Report" for securities sold during the past three months.

How were the ADP shares acquired according to the filing?

The securities were acquired via restricted stock vesting and the payment nature is listed as compensation.

Does the Form 144 indicate undisclosed material information about ADP?

The filer represents by signature that they do not know of any material adverse information about the issuer that has not been publicly disclosed.