Paychex CEO Gibson has 409 shares withheld for taxes

Paychex Inc. (PAYX) President and CEO John B. Gibson had 409 common shares withheld on October 19, 2026, to satisfy tax-withholding obligations arising from the lapse of restrictions on restricted stock units.

Rhea-AI Filing Summary

Paychex Inc. (PAYX) President and CEO John B. Gibson had 409 common shares withheld on October 19, 2026, to satisfy tax-withholding obligations arising from the lapse of restrictions on restricted stock units. The reported per-share price was $110.75, and Gibson directly held 80,957 common shares after the transaction. The report also lists direct stock options covering 31,653 underlying common shares at a $69.54 exercise price, expiring July 10, 2028, and 96,971 underlying shares at a $110.00 exercise price, expiring July 14, 2036.

Insider Trade Summary

Tax Withholding: 409 shares

Tax Withholding 12 txns

Insider Gibson John B

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	409	$110.75	$45K
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--

Holdings After Transaction: Common Stock — 80,957 shares (Direct); Stock Option — 465,037 contracts (Direct)

Footnotes (1)

1. F1. Disposition of shares to satisfy tax withholding obligations arising from lapse of restrictions applicable to restricted stock units.

Key Figures

Shares withheld: 409 shares Reported per-share price: $110.75 per share Direct common shares after transaction: 80,957 shares +4 more

7 metrics

Shares withheld 409 shares For tax withholding on October 19, 2026

Reported per-share price $110.75 per share October 19, 2026 withholding transaction

Direct common shares after transaction 80,957 shares John B. Gibson after the October 19, 2026 transaction

Option underlying shares 31,653 shares Direct stock option; $69.54 exercise price; expires July 10, 2028

Option exercise price $69.54 per share Direct stock option covering 31,653 underlying common shares

Option underlying shares 96,971 shares Direct stock option; $110.00 exercise price; expires July 14, 2036

Option exercise price $110.00 per share Direct stock option covering 96,971 underlying common shares

Key Terms

restricted stock units, tax withholding obligations, exercise price

3 terms

restricted stock units financial

"lapse of restrictions applicable to restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"satisfy tax withholding obligations arising from lapse"

exercise price financial

"exercise price of $69.54"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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How many PAYX shares did CEO John B. Gibson have withheld?

John B. Gibson, Paychex's President and CEO, had 409 common shares withheld on October 19, 2026, to satisfy tax-withholding obligations arising from the lapse of restrictions applicable to restricted stock units. The reported price was $110.75 per share, and he directly held 80,957 common shares after the transaction.

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

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Available on EDGAR 10/21/2026 - 04:02 PM EDT Accepted by SEC EDGAR 10/21/2026 - 04:00 PM EDT Learn about SEC filing 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

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).

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^*

Gibson John B

(Last) (First) (Middle)

911 PANORAMA TRAIL SOUTH

(Street)

ROCHESTER NEW YORK 14625

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/19/2026		F		409(1)	D	$110.75	80,957	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	$69.54							07/11/2019	07/10/2028	Common Stock	31,653		31,653	D
Stock Option	$85.46							07/10/2020	07/09/2029	Common Stock	34,165		34,165	D
Stock Option	$73.53							07/15/2021	07/14/2030	Common Stock	39,823		39,823	D
Stock Option	$112.67							07/15/2022	07/14/2031	Common Stock	26,547		26,547	D
Stock Option	$125							01/15/2023	01/14/2032	Common Stock	2,972		2,972	D
Stock Option	$115							07/15/2023	07/14/2032	Common Stock	21,954		21,954	D
Stock Option	$109.19							10/15/2023	10/14/2032	Common Stock	20,485		20,485	D
Stock Option	$120.86							07/15/2024	07/14/2033	Common Stock	63,583		63,583	D
Stock Option	$121.63							07/15/2025	07/14/2034	Common Stock	64,126		64,126	D
Stock Option	$140.68							07/15/2026	07/14/2035	Common Stock	62,758		62,758	D
Stock Option	$110							07/15/2027	07/14/2036	Common Stock	96,971		96,971	D

Explanation of Responses:

1. Disposition of shares to satisfy tax withholding obligations arising from lapse of restrictions applicable to restricted stock units.

	Todd Card, Attorney-in-fact	10/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)