Paycom (NYSE: PAYC) CFO nets 9,589 vested shares

Rhea-AI Filing Summary

Paycom Software, Inc. Chief Financial Officer Robert D. Foster reported equity compensation activity involving the company’s common stock. On February 10, 2026, he acquired 9,589 shares at $0 upon vesting of performance-based restricted stock units under Paycom’s 2023 Long-Term Incentive Plan.

To cover tax withholding on this vesting, 3,515 shares were withheld by Paycom at $124.94 per share, with the filing clarifying that no shares were sold in this transaction. After these entries, Foster directly beneficially owns 19,852 shares and indirectly 26 shares held by his spouse.

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)
02/10/2026

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	02/10/2026		A		9,589(1)	A	$0	23,367(2)	D
Common Stock	02/10/2026		F		3,515(3)	D	$124.94	19,852(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") acquired by the reporting person upon the vesting of performance-based restricted stock units granted to the reporting person on February 21, 2025, under the Paycom Software, Inc. 2023 Long-Term Incentive Plan.

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

3. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the performance-based restricted stock units described in footnote (1) above. No shares were sold in this transaction.

	/s/ Robert D. Foster	02/12/2026
	** 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).
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FAQ

What insider transaction did Paycom (PAYC) CFO Robert D. Foster report?

Robert D. Foster reported vesting of performance-based equity awards and related tax withholding. He acquired 9,589 Paycom common shares at $0 from restricted stock units, while 3,515 shares were withheld by the company at $124.94 solely to satisfy tax obligations, with no open-market sale.

How many Paycom (PAYC) shares did the CFO acquire and at what price?

The CFO acquired 9,589 Paycom common shares at $0 per share. These shares came from vesting performance-based restricted stock units granted under the 2023 Long-Term Incentive Plan, representing equity compensation rather than a market purchase with cash outlay.

Were any Paycom (PAYC) shares sold in the CFO’s Form 4 filing?

No shares were sold in this Form 4 transaction. The 3,515 Paycom shares reported with code F were withheld by the company to cover tax obligations arising from vesting, as explicitly stated, rather than being sold into the open market.

What is Robert D. Foster’s Paycom (PAYC) share ownership after the reported transactions?

After the reported transactions, Robert D. Foster directly beneficially owns 19,852 Paycom common shares. The filing also shows an additional 26 shares held indirectly through his spouse, reflecting total reported beneficial ownership split between direct and indirect holdings.

What type of equity awards vested for the Paycom (PAYC) CFO?

The vesting involved performance-based restricted stock units granted on February 21, 2025. These awards were issued under the Paycom Software, Inc. 2023 Long-Term Incentive Plan and converted into 9,589 shares of common stock upon meeting vesting conditions.

What does transaction code F mean in the Paycom (PAYC) CFO’s Form 4?

Transaction code F indicates shares used to pay tax or exercise costs. In this filing, 3,515 Paycom shares were withheld by the issuer solely to satisfy tax withholding on vested units, and the footnote clarifies no shares were actually sold.