Paycom (NYSE: PAYC) CFO has 969 shares withheld for tax obligations

Rhea-AI Filing Summary

Paycom Software, Inc.’s Chief Financial Officer Robert D. Foster reported an automatic share withholding related to equity compensation. On February 5, 2026, 969 shares of common stock were withheld at $131.59 per share to cover taxes on the vesting of 3,196 restricted stock units. No shares were sold in the open market. After this event, he beneficially owned 13,778 common shares directly and 26 shares indirectly through his spouse. These holdings include 6,393 unvested RSUs and 3,750 unvested restricted shares, reflecting ongoing equity-based compensation.

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

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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^*

Foster Robert D.

(Last) (First) (Middle)

7501 W MEMORIAL RD

(Street)

OKLAHOMA CITY OK 73142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paycom Software, Inc. [ PAYC ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		F		969(1)	D	$131.59	13,778(2)	D
Common Stock								26	I	By Spouse

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. Represents shares of common stock of Paycom Software, Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 3,196 shares of restricted stock units granted to the reporting person on February 21, 2025. No shares were sold in this transaction.

2. Includes 6,393 unvested restricted stock units and 3,750 unvested shares of restricted stock.

	/s/ Robert D. Foster	02/09/2026
	** 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 did Paycom (PAYC) CFO Robert D. Foster report on this Form 4?

Robert D. Foster reported an automatic tax withholding. On February 5, 2026, 969 Paycom common shares were withheld to satisfy tax obligations from vesting of 3,196 restricted stock units, with no open-market sale taking place in this transaction.

How many Paycom (PAYC) shares were withheld for taxes in this filing?

Exactly 969 Paycom common shares were withheld. The issuer retained these shares at $131.59 per share to cover tax obligations triggered by the vesting of 3,196 restricted stock units granted to the Chief Financial Officer.

Did the Paycom (PAYC) CFO sell any shares in this Form 4 transaction?

No, there were no share sales reported. The filing states that the 969 shares were withheld by Paycom solely to satisfy tax withholding obligations related to restricted stock unit vesting, and that no shares were sold in this transaction.

How many Paycom (PAYC) shares does the CFO own after this transaction?

The CFO beneficially owns 13,804 Paycom shares in total. This includes 13,778 shares held directly and 26 shares held indirectly through his spouse, as reported following the February 5, 2026 tax-withholding transaction.

What unvested equity awards does the Paycom (PAYC) CFO hold?

The CFO holds significant unvested equity awards. His reported position includes 6,393 unvested restricted stock units and 3,750 unvested shares of restricted stock, highlighting a meaningful component of compensation tied to Paycom’s future performance.

What role does Robert D. Foster hold at Paycom (PAYC)?

Robert D. Foster serves as Chief Financial Officer of Paycom. The Form 4 identifies him as an officer, specifically holding the title Chief Financial Officer, and reports his equity transactions and holdings in Paycom common stock and related awards.