Automatic Data Processing insider files RSU vesting and option activity

Rhea-AI Filing Summary

David Foskett, Corporate Vice President at Automatic Data Processing Inc. (ADP), reported multiple transactions on Form 4. On 09/01/2025 he was credited with 2,523 restricted stock units that convert one-for-one into common stock and vest ratably over three years. On 09/02/2025 he acquired 1,249 stock options with a $206.86 exercise/conversion price (option list shows exercisable from 09/01/2022 and expiring 08/31/2031) and acquired 1,249 shares at $206.86. The filing also shows sales/dispositions on 09/02/2025 of 1,043 shares at $301.1301 and 1,607.601 shares at $304.05. The reporting person used a Rule 10b5-1 trading plan adopted in September 2024, per the filing.

Positive

• Use of a Rule 10b5-1 trading plan adopted September 2024, indicating pre-established trading instructions
• Receipt of 2,523 restricted stock units that convert one-for-one and vest ratably over three years
• Acquisition of 1,249 options/shares at a stated $206.86 price, adding to long-term incentive alignment

Negative

• Dispositions of 2,650.601 shares on 09/02/2025 (1,043 sold at $301.1301 and 1,607.601 disposed at $304.05), reducing direct holdings
• Filing does not disclose proceeds or tax-withholding details, limiting clarity on net economic effect

Insights

Financial Analyst

TL;DR: Routine executive equity activity: restricted stock units vesting and option-related transactions executed under a 10b5-1 plan; mixed buy/sell on the same dates.

The Form 4 shows a mix of acquisitions and dispositions by an ADP officer, including 2,523 RSUs that vest ratably over three years and activity involving 1,249 stock options with a $206.86 price and long-dated expiration. Concurrent sales of 1,043 and 1,607.601 shares at ~ $301–$304 occur the same reporting period. Because transactions were made pursuant to a 10b5-1 plan adopted in September 2024, the trades likely follow a pre-established schedule rather than opportunistic timing. For valuation impact, the filing lists prices but does not state proceeds or rationale; the net effect slightly reduces direct holdings to 13,153.624 shares.

Corporate Governance Expert

TL;DR: Governance signal: compliance with Section 16 reporting and use of a 10b5-1 plan; activity appears procedural rather than unusual.

The report demonstrates formal compliance: Form 4 filed and signed via POA, and the filer disclosed the use of a Rule 10b5-1 trading plan. The mix of RSU vesting, option-related acquisition, and contemporaneous sales is consistent with typical executive compensation monetization and tax-withholding mechanics, though the filing does not explicitly state withholding. The presence of an established trading plan reduces governance concerns about opportunistic insider trading, but investors should note the officer reduced holdings via sales on 09/02/2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foskett David

(Last) (First) (Middle)

ONE ADP BOULEVARD

(Street)

ROSELAND NJ 07068

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTOMATIC DATA PROCESSING INC [ ADP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Corp. VP

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		A		2,523(1)	A	$0.0000	14,555.225	D
Common Stock	09/02/2025		M		1,249(2)	A	$206.86	15,804.225	D
Common Stock	09/02/2025		S		1,043(2)	D	$301.1301	14,761.225	D
Common Stock	09/02/2025		F		1,607.601	D	$304.05	13,153.624	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$206.86	09/02/2025		M			1,249	09/01/2022	08/31/2031	Common Stock	1,249	$206.86	0.0000	D

Explanation of Responses:

1. In the form of restricted stock units, which are convertible into common stock on a one-for-one basis and vest ratably over 3 years.

2. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2024.

	David Kwon (POA on File)	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did ADP officer David Foskett report on Form 4 (ADP)?

The filing shows 2,523 restricted stock units acquired on 09/01/2025, and on 09/02/2025 the reporting person acquired 1,249 options/shares at $206.86 and disposed of 1,043 shares at $301.1301 and 1,607.601 shares at $304.05.

Were these trades executed under a 10b5-1 plan for ADP insider David Foskett?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted in September 2024.

How many ADP shares does David Foskett beneficially own after the reported transactions?

The Form 4 reports 13,153.624 shares beneficially owned by the reporting person following the transactions.

What are the terms of the reported stock option in the ADP filing?

Table II lists a stock option with a $206.86 conversion/exercise price, 1,249 underlying shares, exercisable from 09/01/2022 with an expiration of 08/31/2031.

Do the filings indicate why shares were sold on 09/02/2025?

The Form 4 does not provide a rationale; it only shows the sales and notes that transactions were made under a 10b5-1 plan.