0001591698FALSE00015916982026-09-172026-09-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
PAYLOCITY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-36348 | 46-4066644 |
(State or Other Jurisdiction of
Incorporation) | (Commission File Number) | (I.R.S. Employer Identification
Number) |
1400 American Lane
Schaumburg, Illinois 60173
(Address of principal executive offices, including zip code)
(847) 463-3200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | PCTY | The NASDAQ Global Select Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Revolving Credit Agreement
On September 17, 2026 (the “Effective Date”), Paylocity Holding Corporation (the “Company”) entered into an amended and restated revolving credit agreement (the “A&R Revolving Credit Agreement”) among the Company, the entities from time to time party thereto as guarantors (each, a “Guarantor,” and collectively the “Guarantors,” and together with the Company, collectively, the “Loan Parties”), PNC Bank, National Association, as administrative agent (“PNC Bank”), and the other lenders party thereto, which replaces the Credit Agreement dated July 17, 2019 (as amended by the First Amendment to Credit Agreement dated August 19, 2022 and the Second Amendment to Credit Agreement dated October 1, 2024) among the Company, the Guarantors, the lenders party thereto and PNC Bank as the administrative agent thereunder. Capitalized terms used and not otherwise defined herein have the same meanings as given in the A&R Revolving Credit Agreement.
The A&R Revolving Credit Agreement provides for a $1.75 billion senior secured revolving credit facility (the “Facility”). The Facility includes a $175.0 million sublimit for swing loans and a $175.0 million sublimit for letters of credit. The Facility matures on September 17, 2031 (the “Expiration Date”). As of the Effective Date, an aggregate of $81.25 million was outstanding under the A&R Revolving Credit Agreement.
The A&R Revolving Credit Agreement provides that the Company has the right at any time to request increased revolving commitments in an aggregate amount of up to $875.0 million. The Company also has the right, subject to certain limitations and conditions, on not more than two occasions, to request a one-year extension of the Expiration Date then in effect. The lenders under the A&R Revolving Credit Agreement will not be under any obligation to provide any such increased revolving commitments or extensions, and any such addition of or increase in commitments or extensions of the termination date will be subject to certain customary conditions precedent.
Borrowings under the Facility will generally bear interest, at the Company’s option, at a rate per annum determined by reference to either Term SOFR or an adjusted base rate, in each case plus an applicable margin ranging from 1.00% to 1.625% and 0.0% to 0.625%, respectively, based on the then-applicable net total leverage ratio. In addition, the Company is required to pay certain fees, including (i) a quarterly commitment fee at a rate ranging from 0.10% to 0.25% per annum on the daily amount of the undrawn portion of the revolving commitments under the Facility, based on the then-applicable net total leverage ratio, and (ii) a letter of credit fronting fee at a rate of 0.125% per annum on the daily amount available to be drawn under each letter of credit and a letter of credit participation fees at a rate ranging from 1.00% to 1.625% per annum on the daily undrawn amount of all outstanding letters of credit and unreimbursed disbursements relating to letters of credit, based on the then-applicable net total leverage ratio (described below). The Facility provides for no scheduled principal amortization prior to the Expiration Date. Subject to certain conditions set forth in the A&R Revolving Credit Agreement, the Company may borrow, prepay and reborrow under the Facility and terminate or reduce the Lenders’ commitments at any time prior to the Expiration Date in each case, without a premium or a penalty, other than customary “breakage” costs with respect to Term SOFR revolving loans.
Under the A&R Revolving Credit Agreement, the Loan Parties are required to maintain a maximum net total leverage ratio of not greater than 4.00 to 1.00 and a minimum interest coverage ratio of not less than 2.00 to 1.00. Additionally, the A&R Revolving Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Loan Parties to, among other things, grant liens, incur or guaranty debt, effect certain mergers, make investments, dispose of assets, pay dividends or distributions on their capital stock, make changes in fiscal year or organizational documents, grant negative pledges and enter into transactions with affiliates, in each case subject to customary exceptions for a facility of the size and type of the Facility.
The proceeds of the loans and letters of credit under the Facility are to be used to fund working capital, capital expenditures and general corporate purposes, including Permitted Acquisitions (as defined in the A&R Revolving Credit Agreement), permitted investments, permitted distributions and share repurchases.
The obligations under the Facility are obligations of the Company and are (i) guaranteed by each existing and future direct or indirect material subsidiary of the Company and (ii) secured by substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.
The events of default under the A&R Revolving Credit Agreement include, among others, payment defaults, material misrepresentations, breaches of covenants under any of the loan documents, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, judgment defaults, unenforceability of loan documents, uninsured losses, ERISA events and change of control events. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the A&R Revolving Credit Agreement, the requirement to post cash collateral with respect to
letters of credit, the termination of the lenders’ commitments, a 2.0% increase in the rate of interest, and an obligation of the Guarantors to pay the full amount of the Company’s obligations under the A&R Revolving Credit Agreement.
The foregoing description of the A&R Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Revolving Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In the ordinary course of their respective businesses, certain of the lenders to the A&R Revolving Credit Agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking or other services with the Company and its affiliates for which they have in the past received, and/or may in the future receive, customary fees and expenses.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 with respect to the A&R Revolving Credit Agreement is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
10.1* | | Amended and Restated Credit Agreement, dated as of September 17, 2026, by and among Paylocity Holding Corporation, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
*Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish to the SEC a copy of any omitted exhibits or schedules upon request of the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | PAYLOCITY HOLDING CORPORATION |
| | |
| | |
| Date: September 17, 2026 | By: | /s/ Ryan Glenn |
| | Ryan Glenn |
| | Chief Financial Officer |
