Paychex Inc SEC Filings

The Vanguard Group filed an amended Schedule 13G/A showing a significant passive ownership stake in Paychex Inc. common stock. Vanguard reports beneficial ownership of 42,347,888 shares, representing 11.79% of the outstanding common stock as of 12/31/2025.

Vanguard has shared voting power over 3,282,036 shares and shared dispositive power over all 42,347,888 shares, with no sole voting or dispositive power. The filing states the shares are held in the ordinary course of business and not to change or influence control of Paychex. Vanguard also notes an internal realignment effective January 12, 2026, after which certain subsidiaries are expected to report their holdings separately.

Paychex Inc. 10% owner Thomas B. Golisano reported a charitable stock gift. On January 23, 2026, he made a gift of 9,390 shares of Paychex common stock, coded as transaction type “G,” at a reported price of $107.17 per share. The filing notes this was a gift of shares to various non-profit organizations.

After this transaction, Golisano directly beneficially owned 35,943,893 shares of Paychex common stock. He also had 40,354 shares held indirectly through the Cynthia A. Golisano Irrevocable Trust U/A dated June 13, 2005. The filing reflects an ongoing, very large ownership position despite the gifted shares.

Paychex, Inc. has amended and extended its main revolving credit arrangements. The company increased the size of its 2017 unsecured revolving credit facility in favor of Paychex of New York LLC from $750 million to $1.0 billion, extended its maturity from September 17, 2026 to January 23, 2031, and raised the related incremental facility from $375 million to $500 million, while also revising interest rate provisions and covenants.

Paychex also amended its separate $1.0 billion 2019 unsecured revolving credit facility to update interest rate provisions and covenants; this facility continues to include an incremental feature of up to $500 million. In connection with these changes, the company terminated a three-year, $250 million revolving credit facility for Paychex Advance, LLC, effective January 23, 2026, and there were no outstanding loans under that facility at termination.

Paychex, Inc. insider transaction: Major shareholder Thomas B. Golisano, identified as a 10% owner of Paychex, reported a charitable gift of 239,845 shares of Common Stock on January 21, 2026. The transaction used code G, indicating a bona fide gift, at a reference price of $107.77 per share, and the filing notes the shares were gifted to various non-profit organizations.

Following this transaction, Golisano beneficially owned 35,953,283 shares of Paychex common stock directly and 40,354 shares indirectly through the Cynthia A. Golisano Irrevocable Trust U/A dated June 13, 2005.

Paychex director Hansen J. Michael has filed an initial statement of beneficial ownership. As of the event date, he directly holds 624 shares of Paychex common stock.

He also directly holds a stock option covering 2,435 shares of common stock with an exercise price of $111.18 per share. This option becomes exercisable on January 19, 2027 and expires on January 18, 2036. The filing is a routine disclosure of his equity interests as a company director.

Paychex received a Form 144 notice from the B. Thomas Golisano Revocabl Living Trust covering a planned sale of 249235 shares of Paychex common stock through Merrill Lynch, Pierce, Fenner & Smith Incorporated. The filing lists an aggregate market value of 26860056 for this block, compared with 358970000 shares of Paychex common stock outstanding, and targets an approximate sale date of 01/21/2026 on the NASD.

The 249235 shares to be sold were originally acquired in a private placement from Paychex on 05/23/1996 for cash. Over the prior three months, the same trust reported additional Paychex common stock sales, including 302050 shares on 10/24/2025 for gross proceeds of 37825000, 212980 shares on 11/10/2025 for 23727036, 234276 shares on 11/12/2025 for 26099517, and 249235 shares on 01/21/2026 for 26860056.

Paychex, Inc. reported that its Board of Directors has expanded to eleven members and appointed J. Michael Hansen as an independent director, effective January 16, 2026. Hansen, the former Executive Vice President and Chief Financial Officer of Cintas Corporation, will serve on the Audit Committee and receive the same compensation as other non-employee directors.

Paychex also disclosed that on January 16, 2026 the Board approved a new program to repurchase up to $1 billion of the company’s common stock. This authorization replaces the prior 2024 stock repurchase authorization of $400 million, increasing the potential amount of shares the company may buy back.

Paychex, Inc. executive Chad C. Parodi, SVP, HCM, PEO & Insurance, reported a small disposition of company stock tied to equity compensation. On 01/15/2026, 347 shares of Paychex common stock were withheld at $110.51 per share to satisfy tax withholding obligations arising from the lapse of restrictions on restricted stock units. After this tax-related share disposition, Parodi beneficially owned 6,336 shares of Paychex common stock directly. He also held stock options exercisable for 6,775, 13,192, and 11,813 shares of common stock with exercise prices of $119.72, $121.63, and $140.68, respectively, all held directly.

Paychex, Inc. filed a current report to furnish a press release announcing its financial results for the three and six months ended November 30, 2025. The press release is included as Exhibit 99.1 and provides details on the company’s results of operations and financial condition for these periods. The information in this report and the exhibit is being furnished rather than filed, which limits how it is treated under securities law and how it may be incorporated into other regulatory documents.