Paycom holder sets plan to sell up to 1.09M shares

Ernest Group and Chad Richison reaffirm significant PAYC stakes and adopt a Rule 10b5-1 plan to sell up to 1.09 million shares over a defined trading window.

Rhea-AI Filing Summary

Paycom Software, Inc. (PAYC) received an updated Schedule 13D/A from Ernest Group, Inc. and Chad Richison reporting their current ownership and a new preset share-sale plan. Ernest Group reports beneficial ownership of 3,217,249 shares of common stock, representing 7.1% of the outstanding shares. Chad Richison reports beneficial ownership of 5,899,707 shares, or 13.1% of the class, including shares held through Ernest Group and several family trusts.

On September 1, 2026, Ernest Group entered into a Rule 10b5-1 sales plan with J.P. Morgan Securities LLC authorizing the sale of up to 1,090,000 shares of Paycom common stock over a period beginning on the later of December 1, 2026 or the third trading day after Paycom discloses its Form 10-Q for the quarter ended September 30, 2026, and ending June 1, 2027, subject to price and other restrictions. The ownership percentages are based on 45,071,619 shares outstanding as of July 28, 2026. The reporting persons state there have been no Paycom stock transactions by them in the past sixty days or since the most recent Schedule 13D filing, whichever is less.

Filing Explained

Reported control is divided between sole and shared voting and disposition power; the future sales authorization has not yet been reported as exercised.

The amendment specifies the reported ownership mechanics: Ernest Group’s 3,217,249 shares carry shared voting and disposition power, while Chad Richison reports 2,674,328 shares with sole power and 3,225,379 with shared power.

The disclosed sales plan is an authorization for future transactions, not a report that those shares have already been sold; the filing separately reports no transactions during the applicable lookback period. A Rule 10b5-1 plan is a written plan adopted in advance that executes trades on a schedule or formula.

Key Figures

Ernest Group beneficial ownership: 3,217,249 shares (7.1%) Chad Richison beneficial ownership: 5,899,707 shares (13.1%) Shares under Rule 10b5-1 sales plan: 1,090,000 shares +4 more

7 metrics

Ernest Group beneficial ownership 3,217,249 shares (7.1%) Paycom common stock beneficially owned by Ernest Group, Inc.

Chad Richison beneficial ownership 5,899,707 shares (13.1%) Paycom common stock beneficially owned by Chad Richison, including entity and trust holdings

Shares under Rule 10b5-1 sales plan 1,090,000 shares Maximum Paycom shares Ernest Group may sell under the September 1, 2026 10b5-1 plan

Shares outstanding 45,071,619 shares Paycom common stock outstanding, including 786,338 restricted shares, as of July 28, 2026

Restricted stock included in outstanding 786,338 shares Restricted Paycom common stock included in the outstanding share count used for ownership percentages

Sole voting power of Ernest Group 0 shares Ernest Group reports no sole voting power over Paycom shares

Shared voting power of Ernest Group 3,217,249 shares Paycom shares over which Ernest Group reports shared voting power

Key Terms

Schedule 13D, Rule 10b5-1(c), beneficially owned, restricted stock, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 21 to (this "Amendment") relates to shares"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Rule 10b5-1(c) regulatory

"The September 2026 10b5-1 Plan is intended to comply with the requirements of Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

beneficially owned financial

"The aggregate number and percentage of the class of securities identified ... beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

restricted stock financial

"based on 45,071,619 shares of Common Stock outstanding, including 786,338 shares of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Joint Filing Agreement regulatory

"99.1 Joint Filing Agreement, dated August 10, 2023, by and between Chad Richison and Ernest Group, Inc."

FAQ

What stake in PAYC does Ernest Group report in this Schedule 13D/A amendment?

Ernest Group reports beneficial ownership of 3,217,249 shares of Paycom common stock, representing 7.1% of the outstanding class, based on 45,071,619 shares outstanding as of July 28, 2026, as disclosed in Paycom’s Form 10-Q for the quarter ended June 30, 2026.

How many PAYC shares does Chad Richison beneficially own according to this filing?

Chad Richison reports beneficial ownership of 5,899,707 shares of Paycom common stock, representing 13.1% of the class. This includes shares he owns directly, shares held by Ernest Group, Inc., and shares held by several named family trusts.

What are the key terms of the new Rule 10b5-1 sales plan related to PAYC shares?

Ernest Group’s September 1, 2026 Rule 10b5-1 plan with J.P. Morgan Securities LLC authorizes sales of up to 1,090,000 PAYC shares between the later of December 1, 2026 or the third trading day after Paycom files its Q3 2026 Form 10-Q, and June 1, 2027, subject to price and other restrictions.

What PAYC share count is used to calculate the ownership percentages in this filing?

The ownership percentages are calculated using 45,071,619 shares of Paycom common stock outstanding, including 786,338 shares of restricted stock, as of July 28, 2026, as disclosed in Paycom’s Form 10-Q for the quarter ended June 30, 2026.

Have Ernest Group or Chad Richison recently traded PAYC shares?

The reporting persons state that there were no transactions in Paycom common stock by them during the past sixty days or since the most recent Schedule 13D filing, whichever period is shorter.

When will sales under the PAYC Rule 10b5-1 plan potentially begin and end?

Sales under the Ernest Group Rule 10b5-1 plan may begin on the later of December 1, 2026 or the third trading day after Paycom discloses Q3 2026 results on Form 10-Q and may continue until June 1, 2027, unless terminated earlier under the plan or applicable laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 07:17 PM Accepted by SEC EDGAR 09/03/2026 - 07:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

PAYCOM SOFTWARE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

70432V102

(CUSIP Number)

Greg R. Samuel, Esq.
Haynes and Boone, LLP, 2801 N Harwood St, Suite 2300
Dallas, TX, 75201
(214) 651-5000

Rosebud Nau, Esq.
Haynes and Boone, LLP, 2801 N Harwood St, Suite 2300
Dallas, TX, 75201
(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 70432V102

1

Name of reporting person

Ernest Group, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OKLAHOMA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,217,249.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,217,249.00

11

Aggregate amount beneficially owned by each reporting person

3,217,249.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 70432V102

1

Name of reporting person

Chad Richison

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,674,328.00
8	Shared Voting Power 3,225,379.00
9	Sole Dispositive Power 2,674,328.00
10	Shared Dispositive Power 3,225,379.00

11

Aggregate amount beneficially owned by each reporting person

5,899,707.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The figure reported in Items 8 and 10 on this cover page consists of (a) 3,217,249 shares of Common Stock owned by Ernest Group, (b) 56 shares of Common Stock owned by the ARR Trust, (c) 440 shares of Common Stock owned by the ALR Trust, (d) 440 shares of Common Stock owned by the IDR Trust, (e) 1,199 shares of Common Stock owned by the RWP Trust, (f) 1,199 shares of Common Stock owned by the LWR Trust, (g) 1,199 shares of Common Stock owned by the KGR Trust, (h) 1,199 shares of Common Stock owned by the SER Trust, (i) 1,199 shares of Common Stock owned by the CBP Trust, and (j) 1,199 shares of Common Stock owned by the FPR Trust. (2) The figure reported in Item 11 on this cover page consists of (a) 2,674,328 shares of Common Stock owned by Mr. Richison, (b) 3,217,249 shares of Common Stock owned by Ernest Group, (c) 56 shares of Common Stock owned by the ARR Trust, (d) 440 shares of Common Stock owned by the ALR Trust, (e) 440 shares of Common Stock owned by the IDR Trust, (f) 1,199 shares of Common Stock owned by the RWP Trust, (g) 1,199 shares of Common Stock owned by the LWR Trust, (h) 1,199 shares of Common Stock owned by the KGR Trust, (i) 1,199 shares of Common Stock owned by the SER Trust, (j) 1,199 shares of Common Stock owned by the CBP Trust, and (k) 1,199 shares of Common Stock owned by the FPR Trust.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: PAYCOM SOFTWARE, INC.
(c)	Address of Issuer's Principal Executive Offices: 7501 W. Memorial Road, Oklahoma City, OKLAHOMA , 73142.
Item 1 Comment: This Amendment No. 21 to Schedule 13D (this "Amendment") relates to shares of common stock, par value $0.01 per share ("Common Stock"), of Paycom Software, Inc., a Delaware corporation (the "Issuer"). This Amendment amends the Schedule 13D (as previously amended or amended and restated and as amended and/or restated hereby, the "Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: "On September 1, 2026, Ernest Group entered into a Sales Plan (the "September 2026 10b5-1 Plan") with JPMS, pursuant to which JPMS is authorized to sell up to 1,090,000 shares of Common Stock on behalf of Ernest Group during the period beginning on the later of (i) December 1, 2026 and (ii) the third trading day following disclosure of the Issuer's financial results on Form 10-Q for the quarter ended September 30, 2026, and ending June 1, 2027, subject to earlier termination in accordance with the terms of the September 2026 10b5-1 Plan and applicable laws, rules and regulations. Transactions under the September 2026 10b5-1 Plan will be subject to certain price restrictions and other restrictions under the terms of the September 2026 10b5-1 Plan. The September 2026 10b5-1 Plan is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Act. The foregoing description of the September 2026 10b5-1 Plan is qualified in its entirety by reference to the full text of the September 2026 10b5-1 Plan, a form of which is attached hereto as Exhibit 99.6 and incorporated herein by reference."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: "The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover pages hereto. The percentage reported in Item 13 on the cover pages hereto is based on 45,071,619 shares of Common Stock outstanding, including 786,338 shares of restricted stock, as of July 28, 2026, as disclosed in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed by the Issuer with the SEC on August 6, 2026. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer; or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer."
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: "Number of shares as to which each Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover pages hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover pages hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover pages hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover pages hereto."
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: "There were no transactions in the shares of Common Stock that were effected during the past sixty days by the Reporting Persons or since the most recent Schedule 13D filing, whichever is less."
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: "The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6."
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and restated in its entirety as follows: "The following exhibits are filed as exhibits hereto: 99.1 Joint Filing Agreement, dated August 10, 2023, by and between Chad Richison and Ernest Group, Inc. (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on August 11, 2023). 99.2 Form of Sales Plan, dated December 15, 2025, by and between Ernest Group, Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed by the Reporting Persons with the SEC on December 17, 2025). 99.3 Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Issuer's Registration Statement on Form S-8 dated May 1, 2023, filed by the Issuer with the SEC on May 1, 2023). 99.4 Form of Restricted Stock Unit Award Agreement - Time-Based Vesting (Executive) under the Paycom Software, Inc. 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3.2 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, filed by the Issuer with the SEC on February 19, 2026). 99.5 Form of Restricted Stock Unit Award Agreement - Performance-Based Vesting under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3.4 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, filed by the Issuer with the SEC on February 19, 2026). 99.6* Form of Sales Plan, dated September 1, 2026, by and between Ernest Group, Inc. and J.P. Morgan Securities LLC." * Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ernest Group, Inc.

Signature:	/s/ Chad Richison
Name/Title:	Chad Richison, Director
Date:	09/03/2026

Chad Richison

Signature:	/s/ Chad Richison
Name/Title:	Chad Richison
Date:	09/03/2026