PAYX director reports 725 RSUs, 3,061 options at $127.52

Rhea-AI Filing Summary

Paychex, Inc. (PAYX) filed a Form 4 showing a director received an equity grant on 10/15/2025. The filing reports the award of 725 restricted stock units at a price of $0, pursuant to the Amended and Restated 2002 Stock Incentive Plan.

The director also received a new stock option for 3,061 shares with an exercise price of $127.52, first exercisable on 10/15/2026 and expiring on 10/14/2035. Following these transactions, the director beneficially owned 2,800 shares directly. The filing also lists previously awarded options, including 5,082 at $120.86 (expiring 07/14/2033), 3,351 at $121.63 (expiring 07/14/2034), and 670 at $140.68 (expiring 07/14/2035).

Insights

Equity compensation analyst

Routine director equity grant; neutral impact.

The filing records standard director compensation: 725 RSUs at $0 and a new option for 3,061 shares at $127.52. RSUs vest per plan terms, while the option is first exercisable on 10/15/2026 and expires on 10/14/2035.

These awards align with typical board compensation frameworks and do not reflect operational performance. The director’s direct holdings after the transactions total 2,800 shares, with previously granted options also listed at strike prices of $120.86, $121.63, and $140.68.

Given the administrative nature and lack of earnings or guidance changes, this event is neutral. Actual dilution effects, if any, depend on future vesting and exercise activity under the disclosed dates.

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

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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^*

Payton Theresa M.

(Last) (First) (Middle)

911 PANORAMA TRAIL SOUTH

(Street)

ROCHESTER NY 14625

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PAYCHEX INC [ PAYX ]

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)
10/15/2025

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	10/15/2025		A		725(1)	A	$0	2,800	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
Stock Option	$127.52	10/15/2025		A		3,061		10/15/2026	10/14/2035	Common Stock	3,061	$127.52	3,061	D
Stock Option	$120.86							07/15/2024	07/14/2033	Common Stock	5,082		5,082	D
Stock Option	$121.63							07/15/2025	07/14/2034	Common Stock	3,351		3,351	D
Stock Option	$140.68							07/15/2026	07/14/2035	Common Stock	670		670	D

Explanation of Responses:

1. Award of restricted stock units, subject to vesting, pursuant to the Amended and Restated 2002 Stock Incentive Plan.

	Prabha S. Bhandari, Attorney-in-fact	10/17/2025
	** 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.
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FAQ

What did Paychex (PAYX) disclose in this Form 4?

A director received 725 RSUs at $0 on 10/15/2025 and a new stock option for 3,061 shares at $127.52.

What are the key terms of the new PAYX stock option grant?

The option covers 3,061 shares at $127.52, first exercisable on 10/15/2026 and expiring on 10/14/2035.

How many PAYX shares does the reporting person own after the transactions?

The filing shows 2,800 shares beneficially owned directly after the reported transactions.

What do the 725 RSUs represent for PAYX?

They are restricted stock units awarded under the company’s Amended and Restated 2002 Stock Incentive Plan, subject to vesting.

What previously granted PAYX options are listed?

Options include 5,082 at $120.86 (expiring 07/14/2033), 3,351 at $121.63 (expiring 07/14/2034), and 670 at $140.68 (expiring 07/14/2035).