PAYX CEO reports 624-share tax withholding; holds 81,131 shares

Rhea-AI Filing Summary

Paychex (PAYX) reported an insider transaction by its President and CEO. On 10/15/2025, the executive disposed of 624 shares of common stock at $127.52 per share, coded “F”.

According to the footnote, the shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units. Following the transaction, the executive directly holds 81,131 shares of Paychex common stock.

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

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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^*

Gibson John B

(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)

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

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		F		624(1)	D	$127.52	81,131	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

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, 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).
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FAQ

What did PAYX disclose on this Form 4?

An insider transaction by the President and CEO involving the disposal of 624 common shares on 10/15/2025 coded “F”.

Why were the 624 PAYX shares disposed?

The filing states they were withheld to satisfy tax obligations from the vesting of restricted stock units.

At what price were the PAYX shares transacted?

The transaction price reported was $127.52 per share.

How many PAYX shares does the CEO hold after the transaction?

The executive beneficially owns 81,131 shares directly after the reported transaction.

What does transaction code “F” mean on Form 4 for PAYX?

Code “F” indicates a share disposition used to cover tax withholding obligations from equity vesting.

What is the role of the reporting person at PAYX?

The reporting person is an Officer, specifically the President and CEO of Paychex.