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ADP Insider DeSilva Sells 5,909 Shares; 10b5-1 Plan Disclosed

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Joseph DeSilva, Executive Vice President of Automatic Data Processing, reported several insider transactions on Form 4. On 09/01/2025 he was credited with 3,879 restricted stock units that convert one-for-one to common shares and vest ratably over three years, bringing his indicated holdings to 28,059.032 shares. On 09/02/2025 he exercised a stock option for 1,987 shares at a $206.86 exercise price under an option grant exercisable since 09/01/2022 (expiring 08/31/2031), then sold 1,987 shares at $301.64. The filing also shows a disposition of 5,909.418 shares at $304.05, leaving reported beneficial ownership of 22,149.614 shares after the transactions. Reported trades on 09/02/2025 were executed pursuant to a Rule 10b5-1 trading plan adopted September 2024.

Positive

  • Transactions disclosed under a Rule 10b5-1 trading plan, indicating pre-established trade instructions
  • RSU vesting schedule provided (3,879 RSUs vest ratably over three years), improving transparency
  • Option exercise and sales fully reported with prices, showing clear execution and proceeds information

Negative

  • Significant reduction in reported beneficial ownership from 30,046.032 to 22,149.614 shares after sales
  • Large cash-outs via sales (5,909.418 shares at $304.05) may be viewed unfavorably by some investors seeking insider accumulation

Insights

TL;DR: Insider exercised options and sold shares under a pre-established 10b5-1 plan; holdings declined after sell transactions.

DeSilva exercised a 1,987-share option at $206.86 and sold those 1,987 shares at $301.64, realizing an immediate spread between exercise and sale prices. Additional dispositions of 5,909.418 shares at $304.05 materially reduced his reported beneficial ownership from 30,046.032 to 22,149.614 shares. The filing explicitly states the trades on 09/02/2025 were effected under a Rule 10b5-1 plan adopted in September 2024, which indicates pre-planned timing rather than ad hoc selling. For investors, these are routine executive liquidity events rather than operational disclosures; no new financial results or corporate actions are reported.

TL;DR: Transactions are documented and tied to a 10b5-1 plan; RSU vesting schedule is disclosed.

The Form 4 properly discloses acquisitions and dispositions and notes that 3,879 restricted stock units convert one-for-one and vest ratably over three years. Use of a 10b5-1 trading plan, identified in the filing, supports an affirmative defense to insider trading claims. The sequence—vesting/acquisition, option exercise, and subsequent sales—aligns with common executive compensation and tax-cover practices. From a governance standpoint, disclosures are complete and consistent with Section 16 reporting requirements.

Insider DeSilva Joseph
Role Executive VP
Sold 1,987 shs ($599K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 1,987 $206.86 $411K
Exercise Common Stock 1,987 $206.86 $411K
Sale Common Stock 1,987 $301.64 $599K
Tax Withholding Common Stock 5,909.418 $304.05 $1.80M
Grant/Award Common Stock 3,879 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 30,046.032 shares (Direct)
Footnotes (1)
  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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
DeSilva Joseph
(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)
Executive 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 3,879(1) A $0.0000 28,059.032 D
Common Stock 09/02/2025 M 1,987(2) A $206.86 30,046.032 D
Common Stock 09/02/2025 S 1,987(2) D $301.64 28,059.032 D
Common Stock 09/02/2025 F 5,909.418 D $304.05 22,149.614 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 1,987 09/01/2022 08/31/2031 Common Stock 1,987 $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.

Source: View Original Filing on SEC EDGAR

FAQ

What trades did ADP Executive VP Joseph DeSilva report on Form 4?

The filing reports acquisition of 3,879 RSUs on 09/01/2025, exercise of 1,987 option shares at $206.86 on 09/02/2025, a sale of 1,987 shares at $301.64 on 09/02/2025, and a disposition of 5,909.418 shares at $304.05 on 09/02/2025.

Were these trades part of a pre-arranged trading plan for ADP (symbol: 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 many ADP shares did DeSilva own after these transactions?

The filing shows 22,149.614 shares beneficially owned by DeSilva following the reported transactions on 09/02/2025.

What is the vesting treatment for the restricted stock units reported?

The Form 4 explains the 3,879 restricted stock units convert one-for-one into common stock and vest ratably over three years.

What were the exercise and sale prices reported for the option and shares?

The option was exercised at an exercise price of $206.86. The reported sales occurred at $301.64 and $304.05.