PAYX Insider Filing: Trustee Distribution Leads to 736-Share Sale

Rhea-AI Filing Summary

Thomas B. Golisano, a director and 10% owner of Paychex Inc. (PAYX), reported a transaction on 09/02/2025. The filing shows a disposition of 736 shares of Paychex common stock at a price of $139.46 per share. The Form 4 lists beneficial ownership following the reported transaction(s) as 41,277 shares held indirectly through the Cynthia A. Golisano Irrevocable Trust U/A dated 6/13/2005 and 36,942,634 shares held directly. The filing explains the sale was part of a quarterly distribution pursuant to the irrevocable trust for which Mr. Golisano was named trustee on 7/22/2008. The form is signed by an attorney-in-fact, Prabha S. Bhandari, with a signature date of 09/03/2025.

Positive

• Timely and complete disclosure of the transaction and trust explanation
• Transaction appears administrative (quarterly trust distribution), reducing concerns about insider signaling

Negative

• None.

Insights

Financial Analyst

TL;DR Routine trust distribution resulted in a small disposition of Paychex shares; not a material change to total holdings.

The filing documents a disposition of 736 shares at $139.46 on 09/02/2025 tied to a quarterly trust distribution. Given the direct holding of 36.9 million shares reported alongside the 41,277 indirect trust holding, the disposed amount represents a de minimis percentage of total reported ownership and is consistent with administrative distributions rather than a change in ownership strategy.

Corporate Governance Expert

TL;DR Transaction appears procedural under a trust distribution; disclosure and signature by attorney-in-fact follow form requirements.

The Form 4 clearly identifies the reporting person as a director and 10% owner and includes an explicit explanation that the sale was a quarterly distribution pursuant to an irrevocable trust for which Mr. Golisano is trustee. The filing is signed by an attorney-in-fact, meeting procedural requirements. There is no indication in the form of an unusual governance matter or related-party transaction beyond routine trust administration.

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
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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^*

GOLISANO B THOMAS

(Last) (First) (Middle)

911 PANORAMA TRAIL S.

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		G		736(1)	D	$139.46	41,277	I	Cynthia A. Golisano Irrevocable Trust U/A dtd 6/13/2005
Common Stock								36,942,634	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

Explanation of Responses:

1. Quarterly distribution pursuant to the irrevocable trust for which Mr. Golisano was named trustee on 7/22/08.

	Prabha S. Bhandari, Attorney-in-fact	09/03/2025
	** 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.
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.

FAQ

What transaction did Thomas B. Golisano report for PAYX on 09/02/2025?

He reported a disposition of 736 shares of Paychex common stock at $139.46 per share on 09/02/2025.

Why were the 736 shares of PAYX sold?

The Form 4 states the sale was part of a quarterly distribution pursuant to the Cynthia A. Golisano Irrevocable Trust for which Mr. Golisano is trustee.

How many Paychex shares does Golisano beneficially own after the reported transaction?

The filing lists 41,277 shares held indirectly through the trust and 36,942,634 shares held directly following the reported transaction(s).

Who signed the Form 4 for Thomas B. Golisano?

The form was signed by attorney-in-fact Prabha S. Bhandari with a signature date of 09/03/2025.

What is the reporting relationship of Thomas B. Golisano to Paychex?

The Form 4 identifies him as a Director and a 10% owner of Paychex.