[144] Paylocity Holding Corporation SEC Filing

Rhea-AI Filing Summary

Paylocity Holding Corporation (PCTY) filed a Form 144 disclosing a proposed sale of 8,000 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $1,373,120.00 and an approximate sale date of 08/15/2025 on NASDAQ.

The filing shows the shares to be sold were originally acquired as restricted stock units and performance stock units in August 2022: 1,614 RSUs on 08/16/2022, 2,871 RSUs on 08/15/2022, and 3,515 PSUs on 08/15/2022. No securities were reported sold by the holder in the past three months. The filer affirms no undisclosed material adverse information and the sale will be executed via the named broker.

Positive

• Transparent disclosure of an intended sale via Form 144, meeting regulatory requirements
• Broker identified (Morgan Stanley Smith Barney), indicating an organized broker-assisted transaction
• Acquisition origins disclosed (RSUs and PSUs from August 2022), clarifying the source of shares

Negative

• Insider sale announced (8,000 shares, aggregate market value $1,373,120), which some investors may view negatively
• No context provided on the seller's role or percentage ownership, limiting assessment of materiality

Insights

Securities Analyst

TL;DR: Routine insider notice of planned sale: 8,000 PCTY shares worth $1.37M scheduled via Morgan Stanley on 08/15/2025.

This Form 144 is a standard regulatory notice required for certain officers, directors, or large shareholders intending to sell restricted or control securities. The disclosed lots were granted as RSUs and PSUs in August 2022, indicating the shares originated from equity compensation rather than an open-market purchase. The filer reports no sales in the prior three months, which suggests this is a discrete liquidity event rather than ongoing disposition. The filing itself is neutral; it provides transparency but does not include any additional operational or financial information about Paylocity.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure showing insider liquidity through brokered sale; no indicated material undisclosed information.

The notice fulfills compliance expectations under Rule 144 by identifying the broker (Morgan Stanley Smith Barney) and giving acquisition details for the units being sold. The mix of RSUs and PSUs and the August 2022 grant dates are provided, and the filer attests to lacking material nonpublic information. From a governance perspective, the filing documents an arm's-length, broker-assisted sale and reinforces public disclosure norms. Absent context on the seller's role or percentage ownership, the filing itself remains informational rather than governance-altering.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	8000	1373120.00	55161627	08/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/16/2022	Restricted Stock Units	Issuer			1614	08/16/2022	N/A
Common	08/15/2022	Restricted Stock Units	Issuer			2871	08/15/2022	N/A
Common	08/15/2022	Performance Stock Units	Issuer			3515	08/15/2022	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Paylocity's (PCTY) Form 144 disclose?

The filing discloses a proposed sale of 8,000 common shares via Morgan Stanley Smith Barney with an aggregate market value of $1,373,120.00 and an approximate sale date of 08/15/2025.

How were the shares being sold acquired according to the Form 144?

The shares were acquired as equity compensation: 1,614 RSUs on 08/16/2022, 2,871 RSUs on 08/15/2022, and 3,515 PSUs on 08/15/2022.

Does the Form 144 show recent sales by the same person?

No. The filing states "Nothing to Report" for securities sold by the person during the past three months.

Which exchange will the proposed sale occur on?

The proposed sale is to occur on NASDAQ through Morgan Stanley Smith Barney.

Does the filer attest to possession of material nonpublic information?

Yes — by signing the notice the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.