ADP Form 4: CEO receives 19,000 RSUs, exercises options, then sells shares

Rhea-AI Filing Summary

Automatic Data Processing Inc. (ADP) reported insider transactions by the reporting person "Black Maria," identified as President & CEO. On 09/01/2025 the reporting person was credited with 19,000 restricted stock units that convert one-for-one to common shares and vest ratably over three years, increasing beneficial ownership to 124,485.0445 shares. On 09/02/2025 the reporting person exercised a stock option for 7,721 shares at a $206.86 exercise price and subsequently sold several blocks of shares in multiple transactions, including sales of 638, 1,678, 2,228, and 3,177 shares. A later disposition of 24,718.886 shares left the reporting person with 99,766.1585 shares after the reported transactions. The filing notes the 09/02 transactions were effected under a Rule 10b5-1 trading plan adopted in September 2024.

Positive

• 19,000 restricted stock units awarded that convert one-for-one to common stock and vest ratably over three years
• 09/02/2025 sales were executed pursuant to a documented Rule 10b5-1 trading plan, indicating pre-planned transactions

Negative

• Net beneficial ownership decreased to 99,766.1585 shares after reported dispositions, including a 24,718.886-share disposition
• Multiple open-market sales on 09/02/2025 reduced holdings across several tranches

Insights

Securities Analyst

TL;DR: CEO received RSUs, exercised options, and executed planned sales that materially reduced shareholdings to ~99,766 shares.

The Form 4 shows a sequence of grants, an option exercise, and multiple sales executed under a previously adopted Rule 10b5-1 plan. The reporting person received 19,000 restricted stock units that vest over three years and exercised an option for 7,721 shares at $206.86. Subsequent open-market sales across several tranches and a larger disposition of 24,718.886 shares reduced beneficial ownership to 99,766.1585 shares. From a disclosure perspective, the filing is clear on quantities, prices, and the 10b5-1 plan; there is no additional context in the filing about motivation or company-level implications.

Corporate Governance Expert

TL;DR: Transactions appear routine and were executed under a documented 10b5-1 plan, signalling pre-planned compliance with insider trading rules.

The filing explicitly indicates the sales on 09/02/2025 were made pursuant to a Rule 10b5-1 trading plan adopted in September 2024, which provides an affirmative defense under insider trading rules when conditions are met. The form also discloses the structure of the RSU award (one-for-one conversion, three-year ratable vesting), which is standard for executive compensation disclosures. No amendment or unusual disclosure is included that would suggest governance concerns beyond the normal executive equity activity reported here.

09/03/2025 - 04:06 PM

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
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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^*

Black Maria

(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)
	President & CEO

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		19,000(1)	A	$0.0000	124,485.0445	D
Common Stock	09/02/2025		M		7,721(2)	A	$206.86	132,206.0445	D
Common Stock	09/02/2025		S		638(2)	D	$302.0154	131,568.0445	D
Common Stock	09/02/2025		S		1,678(2)	D	$301.2903	129,890.0445	D
Common Stock	09/02/2025		S		2,228(2)	D	$299.5828	127,662.0445	D
Common Stock	09/02/2025		S		3,177(2)	D	$299.0418	124,485.0445	D
Common Stock	09/02/2025		F		24,718.886	D	$304.05	99,766.1585	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			7,721	09/01/2022	08/31/2031	Common Stock	7,721	$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 insider Black Maria report on the Form 4?

The filing reports receipt of 19,000 restricted stock units on 09/01/2025, an exercise of a stock option for 7,721 shares on 09/02/2025 at a $206.86 exercise price, and multiple sales on 09/02/2025 totaling reductions that left 99,766.1585 shares beneficially owned.

Were the 09/02/2025 sales executed under a trading plan for ADP (ticker ADP)?

Yes. The Form 4 states the 09/02/2025 transactions were effected pursuant to a Rule 10b5-1 trading plan adopted in September 2024.

How do the restricted stock units (RSUs) reported convert to ADP common stock?

The RSUs are convertible into common stock on a one-for-one basis and vest ratably over three years as disclosed in the form.

What was the exercise price and term for the option exercised by the reporting person?

The option exercised had an exercise price of $206.86, was granted/exercisable from 09/01/2022, and expires on 08/31/2031 according to the filing.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by David Kwon (POA on File) on 09/03/2025 as indicated on the filing.