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ADP Form 4: Rodriguez Exercises 43,900 Options; Multiple Sales Reported

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

Rhea-AI Filing Summary

Carlos A. Rodriguez, a director of Automatic Data Processing, Inc. (ADP), reported option exercises and multiple open-market sales on 09/09/2025 and 09/10/2025. The filings show two option exercises (each for 21,950 options exercisable at $206.86) that resulted in the acquisition of 21,950 common shares on each date. Following those exercises and a series of programmed sales, the reporting person held 25,361.4431 shares directly and 13,813 shares indirectly through a trust. Several sales occurred at prices between approximately $290.98 and $298.32. The Form 4 states these transactions were effected under a Rule 10b5-1 trading plan adopted in September 2024.

Positive

  • Transactions were executed under a Rule 10b5-1 trading plan, indicating they were pre-scheduled and intended to provide an affirmative defense to insider trading concerns

Negative

  • Director sold a substantial number of shares across 09/09/2025 and 09/10/2025 at prices roughly between $290.98 and $298.32, reducing direct ownership to 25,361.4431 shares
  • Significant option exercises followed immediately by sales, which materially changed the director's direct holdings

Insights

TL;DR: Director exercised options and sold a material number of shares under a pre-set 10b5-1 plan, reducing direct ownership.

The reporting shows full exercise of long-dated stock options at a $206.86 strike, converting to common shares, followed by systematic sales executed at prices near $291–$298. Net direct beneficial ownership after these transactions is reported as 25,361.4431 shares with an additional 13,813 held indirectly by trust. For investors, option exercise plus contemporaneous selling often reflects liquidity realization rather than a company-operating signal when done under an established 10b5-1 plan; the filing explicitly cites such a plan adopted in September 2024.

TL;DR: Transactions appear compliant and pre-planned, but sizable sales materially lowered the director's direct stake.

The Form 4 documents option exercises and multiple open-market dispositions executed pursuant to a Rule 10b5-1 plan, which provides an affirmative defense against insider trading allegations when properly adopted. While procedural compliance is indicated, the aggregate sales materially reduced the director's direct share count to 25,361.4431. Stake reductions by directors can be notable to governance-focused investors; the filing does not include any amendment or explanatory commentary beyond the plan disclosure.

Insider Rodriguez Carlos A
Role Director
Sold 43,900 shs ($12.95M)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 21,950 $206.86 $4.54M
Exercise Common Stock 21,950 $206.86 $4.54M
Sale Common Stock 380 $296.8432 $113K
Sale Common Stock 800 $294.9636 $236K
Sale Common Stock 1,607 $296.1896 $476K
Sale Common Stock 2,192 $293.7831 $644K
Sale Common Stock 3,311 $290.9804 $963K
Sale Common Stock 5,363 $292.1168 $1.57M
Sale Common Stock 8,297 $293.0771 $2.43M
Exercise Stock Option (Right to Buy) 21,950 $206.86 $4.54M
Exercise Common Stock 21,950 $206.86 $4.54M
Sale Common Stock 300 $298.3233 $89K
Sale Common Stock 6,105 $297.5462 $1.82M
Sale Common Stock 15,545 $296.9506 $4.62M
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 47,311.443 shares (Direct); Common Stock — 13,813 shares (Indirect, By Trust)
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).
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*
Rodriguez Carlos A
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025
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 09/09/2025 M 21,950(1) A $206.86 47,311.4431 D
Common Stock 09/09/2025 S 300(1) D $298.3233 47,011.4431 D
Common Stock 09/09/2025 S 6,105(1) D $297.5462 40,906.4431 D
Common Stock 09/09/2025 S 15,545(1) D $296.9506 25,361.4431 D
Common Stock 09/10/2025 M 21,950(1) A $206.86 47,311.4431 D
Common Stock 09/10/2025 S 380(1) D $296.8432 46,931.4431 D
Common Stock 09/10/2025 S 800(1) D $294.9636 46,131.4431 D
Common Stock 09/10/2025 S 1,607(1) D $296.1896 44,524.4431 D
Common Stock 09/10/2025 S 2,192(1) D $293.7831 42,332.4431 D
Common Stock 09/10/2025 S 3,311(1) D $290.9804 39,021.4431 D
Common Stock 09/10/2025 S 5,363(1) D $292.1168 33,658.4431 D
Common Stock 09/10/2025 S 8,297(1) D $293.0771 25,361.4431 D
Common Stock 13,813 I By Trust
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 09/09/2025 M 21,950 09/01/2022 08/31/2031 Common Stock 21,950 $206.86 21,950 D
Stock Option (Right to Buy) $206.86 09/10/2025 M 21,950 09/01/2022 08/31/2031 Common Stock 21,950 $206.86 0.0000 D
Explanation of Responses:
1. 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) 09/11/2025
** 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 transactions did ADP director Carlos A. Rodriguez report on Form 4?

The Form 4 reports option exercises (21,950 options on 09/09/2025 and 21,950 on 09/10/2025 at a $206.86 strike) and multiple open-market sales executed on 09/09/2025 and 09/10/2025.

How many ADP shares does Carlos A. Rodriguez own after these transactions?

After the reported transactions the filing shows 25,361.4431 shares held directly and 13,813 shares held indirectly via a trust.

Were the ADP trades done under a 10b5-1 plan?

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

At what prices were the ADP shares sold?

Reported sale prices in the Form 4 range approximately from $290.98 to $298.3233 per share across the reported transactions.

Do these Form 4 entries indicate non-compliance or insider trading?

The filing indicates the trades were made under a Rule 10b5-1 plan, which is a compliance mechanism; the Form 4 does not allege or show violations.