Paylocity (PCTY) Form 144: Insider Sale of 1,872 RSU Shares

Rhea-AI Filing Summary

Paylocity Holding Corporation (PCTY) Form 144 notifies the proposed sale of 1,872 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $333,290.88 and approximately 55,161,627 shares outstanding. The shares were acquired as PSUs/RSUs on 08/15/2025 from the issuer and the planned sale date is 08/20/2025. The filing also discloses recent 10b5-1 sales by Andrew Cappotelli totaling 1,727 shares in June 2025 for gross proceeds of $305,365.98 (1,717 shares on 06/23/2025 for $303,462.58 and 10 shares on 06/03/2025 for $1,903.40). The filer certifies no undisclosed material adverse information and notes potential reliance on a Rule 10b5-1 trading plan.

Positive

• Transaction disclosed with broker and exact share counts, supporting regulatory transparency
• Recent 10b5-1 sales are reported, indicating prearranged trading activity rather than opportunistic insider selling

Negative

• Filer identification details (CIK/individual filer name) are not present in the provided extract, limiting traceability
• Plan adoption date or 10b5-1 plan specifics are not included in the content provided, reducing clarity on prearrangement timing

Insights

Securities Analyst

TL;DR: This Form 144 reports a routine insider sale of equity awards shortly after vesting, executed through a broker and consistent with 10b5-1 activity.

The filing shows a relatively small proposed sale (1,872 shares) versus total outstanding shares (55.16 million), indicating limited direct dilution or market impact. The shares were acquired as PSUs/RSUs on 08/15/2025 and are scheduled for sale five days later, which is consistent with planned disposition of vested equity awards. Recent 10b5-1 sales by Andrew Cappotelli in June 2025 further indicate prearranged selling activity. No financial performance data or broader corporate actions are disclosed, so material implications are limited to insider share flow and potential modest incremental supply to the market.

Corporate Governance Expert

TL;DR: Disclosure aligns with rule requirements; timing suggests compliance but leaves open whether a documented 10b5-1 plan date is provided.

The notice includes the mandatory representation about lack of undisclosed material information and references possible Rule 10b5-1 plan reliance. The filing omits explicit plan adoption date and certain filer identifiers in the provided extract, which are relevant to assess compliance chronology. From a governance perspective, transparent inclusion of the trading-plan adoption date strengthens confidence in the transaction's prearranged nature; absence of that date in the supplied content limits assessment.

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

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	1872	333290.88	55161627	08/20/2025	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	08/15/2025	PSUs/RSUs	Issuer			1872	08/15/2025	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for ANDREW CAPPOTELLI 1400 American Lane Schaumburg IL 60173	Common	06/23/2025	1717	303462.58
10b5-1 Sales for ANDREW CAPPOTELLI 1400 American Lane Schaumburg IL 60173	Common	06/03/2025	10	1903.40

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 shares does the PCTY Form 144 propose to sell?

The notice proposes sale of 1,872 common shares with an aggregate market value of $333,290.88.

When were the shares acquired and how?

The shares were acquired on 08/15/2025 as PSUs/RSUs from the issuer.

Who is the broker handling the proposed sale for PCTY?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, New York, NY.

Were there recent insider sales reported for PCTY?

Yes. Andrew Cappotelli reported 10b5-1 sales in June 2025 totaling 1,727 shares for gross proceeds of $305,365.98.

What is the planned approximate sale date?

The approximate date of sale stated is 08/20/2025.

Does the filing indicate the filer is aware of any undisclosed material information?

The signer represents they do not know any material adverse information not publicly disclosed.