ADP Insider Sales Filed: $10.6M Realized, $6.5M Proposed Disposition

Rhea-AI Filing Summary

Automatic Data Processing, Inc. (ADP) insider filings show proposed and completed sales of common stock under Rule 144. A Form 144 lists a proposed sale of 21,950 shares through Fidelity Brokerage Services on 09/09/2025 with an aggregate market value of $6,522,113.92. The filer reports acquiring those shares as an option grant (original grant date 09/01/2021) and plans to receive cash on sale. The filing also discloses three recent sales by Carlos A. Rodriguez on 09/03/2025, 09/04/2025, and 09/05/2025 totaling 35,458 shares for combined gross proceeds of approximately $10.59 million.

Positive

• Compliance with Rule 144 disclosure is documented, including broker details, acquisition method, and gross proceeds
• Option-derived shares are identified, clarifying the nature of the insider's holdings being sold

Negative

• Significant insider selling in absolute terms: 35,458 shares sold in early September raising ~$10.59M
• Planned sale of 21,950 shares valued at ~$6.52M may attract investor scrutiny despite being a small percent of outstanding shares

Insights

Financial Analyst

TL;DR: Insider sales disclosed; transaction sizes are visible but represent a small fraction of outstanding shares.

The Form 144 shows a planned disposition of 21,950 shares valued at about $6.52 million and recent insider sales totaling 35,458 shares with gross proceeds near $10.59 million. Against the reported outstanding share count of 405,043,142, these transactions are immaterial on a percent-of-float basis but are meaningful in absolute dollar terms. This filing is a routine disclosure of option-derived shares being sold for cash and provides transparency on insider liquidity events.

Corporate Governance Expert

TL;DR: Multiple insider sales within days may draw investor attention to insider liquidity and timing.

The filings indicate an option exercise and subsequent planned sale plus several recent executed sales by Carlos A. Rodriguez. While the filings state the seller represents no undisclosed material information, clustered sales over consecutive days and a planned Form 144 disclosure can raise questions among shareholders about insider timing and governance, even if formally compliant. The documentation appears to meet Rule 144 reporting requirements by specifying acquisition method, sale dates, broker, and proceeds.

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	21950	6522113.92	405043142	09/09/2025	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	09/09/2025	Option Granted - 09/01/2021	Issuer			21950	09/09/2025	Cash

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Carlos A. Rodriguez One ADP Boulevard Roseland NJ 07068	Common	09/03/2025	11701	3490745.61
Carlos A. Rodriguez One ADP Boulevard Roseland NJ 07068	Common	09/04/2025	11701	3513662.01
Carlos A. Rodriguez One ADP Boulevard Roseland NJ 07068	Common	09/05/2025	12056	3582032.71

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 did the ADP Form 144 disclose about proposed sales?

The Form 144 lists a proposed sale of 21,950 ADP common shares through Fidelity on 09/09/2025 with an aggregate market value of $6,522,113.92.

How many ADP shares were sold recently by insiders?

Carlos A. Rodriguez reported three sales on 09/03/2025, 09/04/2025, and 09/05/2025 totaling 35,458 shares with combined gross proceeds of about $10.59 million.

What was the acquisition method for the securities to be sold as reported?

The securities to be sold were acquired via an option grant (grant date noted as 09/01/2021) and the planned disposition indicates cash payment at sale.

Who is the broker named for the proposed sale?

The broker listed for the proposed sale is Fidelity Brokerage Services LLC at the Smithfield, RI address shown on the form.

How large are these transactions relative to ADP's outstanding shares?

The Form 144 cites 405,043,142 shares outstanding; the combined recent and proposed sales (57,408 shares) are a very small fraction of that total.