PAYX Form 4: VP Simmons Sells Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Paychex insider Form 4 disclosure: Christopher C. Simmons, Vice President, Controller & Treasurer of Paychex Inc. (PAYX), reported a disposition of 296 shares of Paychex common stock on 08/15/2025 at a price of $138.25 per share. The filing states the disposition was made to satisfy tax withholding obligations arising from the lapse of restrictions on restricted stock units. After the sale, Mr. Simmons directly beneficially owned 5,427 shares. The report also lists outstanding stock options exercisable into a total of 25,395 shares across multiple grants with exercise prices ranging from $115.00 to $140.68 and expiration dates between 07/14/2032 and 07/14/2035. The form is filed individually and signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction disclosed promptly via Form 4 demonstrating regulatory compliance
• Disposition explicitly for tax withholding, indicating a non-speculative reason for sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale from RSU vesting; no indication of opportunistic trading or governance red flags.

This Form 4 shows a small, specified disposition made to satisfy tax-withholding from restricted stock units, which is a common and pre-approved reason for share sales by executives. The transaction size (296 shares) is modest relative to the officer's total direct holdings and option exposure. The filing lists multiple outstanding option grants with staggered vesting and long expirations, indicating ongoing equity compensation alignment with long-term incentives. There is no indication in the form of accelerated sales, 10b5-1 plan notation, or other changes in relationship status that would suggest governance concerns. Impact on control or voting power is immaterial based on the disclosed amounts.

Securities Analyst

TL;DR: Small, routine disposal unlikely to affect PAYX share supply or investor view; primarily tax-driven.

The reported sale of 296 shares at $138.25 was explicitly to cover tax withholding from vested RSUs, a non-discretionary liquidity event that typically does not signal changed sentiment about the company. The report also confirms direct ownership of 5,427 shares and aggregate potential dilution from options totaling 25,395 shares, which analysts can include when modeling fully diluted share counts. None of the disclosed option expirations or strike prices imply immediate exercise incentives based solely on the information provided. Overall, this Form 4 is informational with negligible market impact.

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^*

Simmons Christopher C

(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)
	VP, Controller & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F		296(1)	D	$138.25	5,427	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	$115							07/15/2023	07/14/2032	Common Stock	4,391		4,391	D
Stock Option	$120.86							07/15/2024	07/14/2033	Common Stock	4,589		4,589	D
Stock Option	$117.98							10/15/2024	10/14/2033	Common Stock	1,960		1,960	D
Stock Option	$121.63							07/15/2025	07/14/2034	Common Stock	7,145		7,145	D
Stock Option	$140.68							07/15/2026	07/14/2035	Common Stock	7,310		7,310	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	08/18/2025
	** 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).
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FAQ

What did PAYX insider Christopher C. Simmons report on Form 4?

He reported a disposition of 296 shares on 08/15/2025 at $138.25 per share to satisfy tax withholding from vested RSUs.

How many Paychex shares does Christopher C. Simmons beneficially own after the transaction?

The Form 4 reports 5,427 shares beneficially owned following the reported transaction.

Are there outstanding options for Christopher C. Simmons disclosed on the Form 4?

Yes. The filing lists options exercisable into a combined 25,395 common shares with exercise prices from $115.00 to $140.68 and expirations between 07/14/2032 and 07/14/2035.

Why were the shares sold according to the Form 4?

The filing states the disposition was to satisfy tax withholding obligations arising from the lapse of restrictions on restricted stock units.

Was the Form 4 filed individually or jointly?

The Form 4 was filed by one reporting person (individually), with the form signed by an attorney-in-fact on 08/18/2025.