Paychex insider updates holdings after RSU tax withholding

PAYCHEX INC Chief Legal Officer and Secretary Prabha S. Bhandari reported a Form 4 transaction involving common stock and stock options.

Rhea-AI Filing Summary

PAYCHEX INC Chief Legal Officer and Secretary Prabha S. Bhandari reported a Form 4 transaction involving common stock and stock options. 282 shares of common stock were disposed of at $110.00 per share to satisfy tax withholding obligations upon the lapse of restrictions on restricted stock units, leaving 1,664 common shares held directly. The filing also reports outstanding stock options covering 7,383 shares of common stock at an exercise price of $140.68 expiring on July 14, 2035, and options over 7,558 shares at $121.63 expiring on July 14, 2034.

Insider Trade Summary

Tax Withholding: 282 shares

Tax Withholding 3 txns

Insider Bhandari Prabha S

Role Chief Legal Officer, Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	282	$110.00	$31K
holding	Stock Option	--	--	--
holding	Stock Option	--	--	--

Holdings After Transaction: Common Stock — 1,664 shares (Direct); Stock Option — 14,941 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

Tax-withholding shares: 282 shares Tax-withholding price: $110.00 per share Common shares held after transaction: 1,664 shares +4 more

7 metrics

Tax-withholding shares 282 shares Common stock disposed to satisfy tax withholding obligations

Tax-withholding price $110.00 per share Price applied to 282-share tax-withholding disposition of common stock

Common shares held after transaction 1,664 shares Directly held PAYCHEX INC common stock following tax-withholding disposition

Option underlying shares (2035 expiry) 7,383 shares Underlying common stock for options at $140.68, expiring July 14, 2035

Option exercise price (2035 expiry) $140.68 Exercise price for options over 7,383 shares, expiring July 14, 2035

Option underlying shares (2034 expiry) 7,558 shares Underlying common stock for options at $121.63, expiring July 14, 2034

Option exercise price (2034 expiry) $121.63 Exercise price for options over 7,558 shares, expiring July 14, 2034

Key Terms

tax withholding obligations, restricted stock units, Stock Option, lapse of restrictions

4 terms

tax withholding obligations financial

"Disposition of shares to satisfy tax withholding obligations arising from lapse"

restricted stock units financial

"obligations arising from 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.

Stock Option financial

"security_title": "Stock Option""

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

lapse of restrictions financial

"arising from lapse of restrictions applicable to restricted stock units"

FAQ

What insider transaction did Paychex (PAYX) report for Prabha S. Bhandari?

Prabha S. Bhandari reported a tax-withholding disposition of 282 common shares at $110.00 per share. The shares were withheld to cover tax obligations arising from the lapse of restrictions on restricted stock units and were not an open-market sale.

How many Paychex (PAYX) shares does Prabha S. Bhandari hold after this Form 4?

After the reported transaction, Prabha S. Bhandari directly holds 1,664 shares of Paychex common stock. This reflects the position following the 282-share tax-withholding disposition related to restricted stock unit vesting on July 15, 2026.

What was the price used for the Paychex (PAYX) tax-withholding shares?

The tax-withholding disposition used a price of $110.00 per share for 282 shares of Paychex common stock. These shares were delivered to satisfy tax obligations triggered by the lapse of restrictions on restricted stock units, rather than sold in the open market.

What stock option holdings for Paychex (PAYX) does Prabha S. Bhandari report?

Prabha S. Bhandari reports stock options over 7,383 shares at an exercise price of $140.68 expiring July 14, 2035, and options over 7,558 shares at $121.63 expiring July 14, 2034. Both option positions are reported as held directly.

What does transaction code F mean in the Paychex (PAYX) Form 4 filing?

Transaction code F indicates a disposition of shares to pay an exercise price or satisfy tax liabilities. Here, 282 shares of Paychex common stock were withheld specifically to cover tax withholding obligations from vesting restricted stock units.

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Available on EDGAR 07/17/2026 - 04:00 PM Accepted by SEC EDGAR 07/17/2026 - 04:00 PM 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^*

Bhandari Prabha S

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer, Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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	07/15/2026		F		282(1)	D	$110	1,664	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	$121.63							07/15/2025	07/14/2034	Common Stock	7,558		7,558	D
Stock Option	$140.68							07/15/2026	07/14/2035	Common Stock	7,383		7,383	D

Explanation of Responses:

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

	Prabha S. Bhandari	07/17/2026
	** 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)