PAYX Form 4 shows 6,781-share disposition; options disclosed

Rhea-AI Filing Summary

Paychex Inc. (PAYX) reporting person Ryan Norman Bergstrom, Chief Product Officer, disposed of 6,781 shares of Paychex common stock on 10/01/2025 at a price of $124.01 per share to satisfy tax withholding arising from the lapse of restricted stock/RSU restrictions. After the disposition the reporting person beneficially owns 46,484 shares directly. The filing also shows a stock option position with a $140.68 exercise price covering 14,767 underlying shares that become exercisable on 07/15/2026 and expire on 07/14/2035. The Form 4 was executed by an attorney-in-fact on 10/03/2025.

Positive

• Disposition was for tax withholding, indicating routine compensation mechanics rather than open-market selling pressure
• Reporting person retains 46,484 shares, showing continued insider ownership
• 14,767 stock options exist with exercisability from 07/15/2026, aligning long-term incentives

Negative

• Reported disposition of 6,781 shares at $124.01, which reduces insider-held float
• Stock option exercise price of $140.68 is above the reported sale price, which may delay option value realization until price rises

Insights

Corporate Governance Analyst

Insider sale was a tax-withholding disposition, not a discretionary open-market sale.

The Form 4 indicates the 6,781 shares were disposed to satisfy tax withholding obligations tied to restricted stock/RSU vesting. This means the transfer was driven by compensation mechanics rather than a voluntary, potentially signaling sale.

Because the reporting person still holds 46,484 shares, the transaction did not eliminate their continued equity stake.

Compensation & Equity Specialist

Significant equity remains via direct holdings and exercisable options starting 07/15/2026.

The filing discloses a stock option covering 14,767 shares with a $140.68 exercise price exercisable from 07/15/2026 through 07/14/2035. That represents a future potential equity dilution and ongoing incentive alignment between the officer and shareholders.

The immediate disposition was tax-driven per the explanation, which is a routine outcome of RSU/RS practices rather than an operational or governance red flag.

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).

1. Name and Address of Reporting Person^*

BERGSTROM RYAN NORMAN

(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)
	Chief Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		6,781(1)	D	$124.01	46,484	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	$140.68							07/15/2026	07/14/2035	Common Stock	14,767		14,767	D

Explanation of Responses:

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

	Prabha S. Bhandari, Attorney-in-fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PAYX insider Ryan Bergstrom report on Form 4?

The Form 4 reports a disposition of 6,781 shares on 10/01/2025 at $124.01 per share to satisfy tax withholding from vested restricted stock/RSUs.

How many Paychex shares does the reporting person still own after the transaction?

After the reported disposition the reporting person beneficially owns 46,484 shares of Paychex common stock.

Are there any stock options disclosed for the reporting person in this filing?

Yes. A stock option covering 14,767 underlying shares with a $140.68 exercise price becomes exercisable on 07/15/2026 and expires on 07/14/2035.

Was the share disposition an open-market sale?

No. The filing states the shares were disposed to satisfy tax withholding obligations arising from the lapse of restrictions, which is not an open-market discretionary sale.

Who signed the Form 4 and when?

The Form 4 was signed by Prabha S. Bhandari, Attorney-in-fact on 10/03/2025.