Paychex (PAYX) officer reports RSU tax withholding; owns 5,389 shares

Rhea-AI Filing Summary

Paychex (PAYX) reported an insider Form 4 for a company officer (VP, Controller & Treasurer). On 10/15/2025, the officer disposed of 38 shares of common stock at $127.52 under code F, reflecting shares withheld to cover taxes from restricted stock units vesting. Following this transaction, the officer beneficially owns 5,389 shares directly.

The filing also lists outstanding stock options, including 7,310 options at an exercise price of $140.68 (exercisable 07/15/2026; expiration 07/14/2035).

Insights

Insider activity and governance analyst

Routine tax-withholding share disposition; neutral governance signal.

The reported transaction is code F, indicating shares withheld to satisfy taxes upon RSU vesting. This is an administrative mechanism rather than an open‑market sale and generally carries limited informational content about sentiment.

The officer continues to hold common shares and several option grants with stated exercise prices and maturities. Actual market impact depends on future exercises or sales, which are not indicated here.

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^*

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)
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		38(1)	D	$127.52	5,389	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	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).
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 did Paychex (PAYX) disclose in this Form 4?

An officer reported a code F transaction on 10/15/2025, disposing of 38 shares at $127.52 to cover RSU tax withholding.

How many Paychex (PAYX) shares does the reporting person own after the transaction?

The officer beneficially owns 5,389 shares directly after the reported transaction.

What does transaction code F mean for PAYX's Form 4?

Code F indicates a disposition of shares to satisfy tax withholding obligations, here arising from RSU vesting.

Were these Paychex (PAYX) shares sold on the open market?

The filing shows a code F tax withholding disposition, not an open‑market sale.

What derivative holdings are reported for the PAYX officer?

Listed stock options include 7,310 at $140.68 (exercisable 07/15/2026; expiration 07/14/2035) among other grants.

Who is the reporting person’s role at Paychex (PAYX)?

The reporting person is an Officer, titled VP, Controller & Treasurer.