Paylocity insider files Form 144 for 77 RSU shares

Rhea-AI Filing Summary

Paylocity insider sale notice: This Form 144 shows a proposed sale of 77 common shares by an insider through Morgan Stanley Smith Barney, with an aggregate market value of $13,439.58 and an approximate sale date of 09/03/2025. The filer reports the shares were acquired as restricted stock units on 09/01/2025 and payment was recorded on the same date. The issuer has 55,161,627 shares outstanding, placing this proposed sale at an immaterial scale relative to total outstanding stock. The filing also discloses two prior 10b5-1 sales by the same person in 06/2025 and 08/2025 totaling 3,589 shares for gross proceeds of $636,341.62.

Positive

• Insider disclosure completed under Rule 144 showing transparency of the proposed sale
• Use of Morgan Stanley Smith Barney as broker and prior 10b5-1 sales indicate orderly, planned dispositions

Negative

• None.

Insights

Securities Analyst

TL;DR: Small RSU sale disclosed; prior 10b5-1 activity noted; overall impact appears neutral.

The filing documents a proposed sale of 77 shares valued at $13,439.58 executed via Morgan Stanley Smith Barney. Given the issuer's 55.16 million shares outstanding, this transaction is immaterial to market capitalization and likely reflects routine insider vesting and liquidity needs rather than a change in company fundamentals. The two prior 10b5-1 executions in June and August 2025 totaling 3,589 shares show an established trading plan, which supports orderly disposition rather than opportunistic selling.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 144 and indicates use of 10b5-1; governance controls appear observed.

The filer declares acquisition through restricted stock units and provides a representation about lack of material nonpublic information consistent with Rule 144 certification requirements. The involvement of a registered broker-dealer and prior documented 10b5-1 sales suggest procedural compliance. There is no indication in the filing of unusual timing or large-scale disposals that would raise governance or disclosure concerns.

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	77	13439.58	55161627	09/03/2025	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	09/01/2025	Restricted Stock Units	Issuer			77	09/01/2025	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	08/20/2025	1872	332879.04
10b5-1 Sales for ANDREW CAPPOTELLI 1400 American Lane Schaumburg IL 60173	Common	06/23/2025	1717	303462.58

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 the Paylocity (PCTY) Form 144 disclose?

The filing discloses a proposed sale of 77 common shares with aggregate market value of $13,439.58 and an approximate sale date of 09/03/2025.

How were the 77 shares acquired according to the filing?

The shares were acquired as restricted stock units on 09/01/2025, with payment noted on the same date.

Who is the broker handling the proposed sale for PCTY Form 144?

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

Are there recent prior sales by the same insider disclosed?

Yes. The filing lists two 10b5-1 sales: 1,872 shares on 08/20/2025 for $332,879.04 and 1,717 shares on 06/23/2025 for $303,462.58.

What is the issuer's number of shares outstanding in the filing?

The filing reports 55,161,627 shares outstanding.