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Automatic Data Processing Insider Grant and Sale: RSUs Vesting Over 3 Years

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

Rhea-AI Filing Summary

Automatic Data Processing Inc. (ADP) insider Christopher D'Ambrosio reported non-derivative transactions on Form 4. He was granted 2,265 restricted stock units (RSUs) on 09/01/2025 that convert one-for-one into common stock and vest ratably over three years, increasing his beneficial ownership to 13,142.816 shares. On 09/02/2025 he reported a disposition of 2,004.586 shares at a price of $304.05 per share, reducing his beneficial ownership to 11,138.23 shares. The Form 4 was signed by a power of attorney on 09/03/2025. All information is as stated on the filing.

Positive

  • 2,265 restricted stock units granted that vest ratably over three years, aligning the officer with long-term shareholder interests
  • Clear reporting of post-transaction beneficial ownership levels: 13,142.816 shares following the grant

Negative

  • Disposition of 2,004.586 shares at $304.05 reduces the reporting person’s holdings to 11,138.23 shares
  • Filing does not specify whether the sale was executed under a Rule 10b5-1 trading plan

Insights

TL;DR: Insider received time-based RSUs and executed a sale, a routine mix of compensation vesting and liquidity.

The filing shows a standard compensation-related grant and a near-term sale. The 2,265 RSUs are time-vesting over three years, indicating retained long-term alignment through deferred equity. The reported sale of 2,004.586 shares at $304.05 appears to be a separate disposition; the filing does not state whether the sale was pursuant to a Rule 10b5-1 plan or for other reasons. From a governance perspective, these transactions are ordinary for officer compensation and personal liquidity management. No additional governance actions or policy changes are disclosed in the filing.

TL;DR: Transactions reflect compensation vesting and an executed sale; neither transaction is shown as unusually large relative to disclosed holdings.

The report quantifies the movements: an A-code acquisition of 2,265 RSUs (convertible one-for-one) and an F-code disposition of 2,004.586 shares at $304.05. Post-transactions beneficial ownership figures are provided: 13,142.816 shares after the grant and 11,138.23 shares after the sale. The filing contains no information on the total outstanding shares of ADP or percentage ownership, so materiality relative to company capitalization cannot be assessed from this form alone.

Insider D'Ambrosio Christopher
Role Corp. VP
Type Security Shares Price Value
Tax Withholding Common Stock 2,004.586 $304.05 $609K
Grant/Award Common Stock 2,265 $0.00 --
Holdings After Transaction: Common Stock — 11,138.23 shares (Direct)
Footnotes (1)
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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).
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*
D'Ambrosio Christopher
(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 2,265(1) A $0.0000 13,142.816 D
Common Stock 09/02/2025 F 2,004.586 D $304.05 11,138.23 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
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.
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 insider transactions did ADP (ADP) report on this Form 4?

The filer reported a grant of 2,265 RSUs on 09/01/2025 and a sale of 2,004.586 shares at $304.05 on 09/02/2025.

How do the RSUs granted to Christopher D'Ambrosio vest?

The filing states the RSUs are convertible one-for-one into common stock and vest ratably over three years.

What were Christopher D'Ambrosio’s beneficial ownership levels after the transactions?

Beneficial ownership was reported as 13,142.816 shares after the grant and 11,138.23 shares after the sale.

Was the sale of shares reported as part of a Rule 10b5-1 plan?

The Form 4 does not indicate that the sale was made pursuant to a Rule 10b5-1 plan.

Who signed the Form 4 for the reporting person?

The form was signed by David Kwon (POA on File) on 09/03/2025.