[8-K] Paylocity Holding Corporation Reports Material Event

Rhea-AI Filing Summary

Paylocity Holding Corp. (PCTY) filed an 8-K on 5 Aug 2025.

Item 2.02: The company furnished a press release with Q4-25 & FY25 results (Ex. 99.1). Actual revenue, EPS and guidance figures are not included in the filing; investors must reference the furnished release for details.

Item 8.01: The board boosted its share-repurchase authorization by $500 million, increasing the remaining capacity to roughly $700 million. Buybacks can occur via open-market trades, 10b5-1 plans, private deals or other methods and may be changed or terminated at any time.

No other material events, financial statements or exhibits were disclosed beyond routine signatures and cover-page data.

Positive

• $500 million increase to the share-repurchase authorization (total ~$700 m remaining) signals management confidence and offers potential EPS accretion.

Negative

• Repurchase program is discretionary; benefits depend on actual execution, which may vary with market conditions.

Insights

Equity Research Analyst

TL;DR: Additional $500 m buyback lifts total capacity to $700 m; earnings numbers deferred to press release.

The expanded authorization equates to ~4–5 % of Paylocity’s $13-14 bn market cap, a moderately accretive capital-allocation signal that could offset share-based compensation dilution and improve EPS growth. Absence of financial metrics in the 8-K limits immediate assessment of operational momentum, but timing—immediately after FY25 close—suggests management remains confident in cash-flow generation. Impact: modestly positive.

Corporate Governance Specialist

TL;DR: Board maintains flexibility; authorization is discretionary and revocable.

While the headline figure is sizable, the company is not obligated to repurchase any shares. Execution will hinge on market price, liquidity and competing uses of cash. Investors should monitor forthcoming 10-Q/10-K filings to evaluate free-cash-flow sufficiency and dilution from equity grants. Governance language follows standard practice; no unusual clauses detected.

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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): August 5, 2025

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 2.02 Results of Operations and Financial Condition.

On August 5, 2025, Paylocity Holding Corporation (the “Company”) issued a press release announcing financial results for the three month and twelve month period ended June 30, 2025. The press release contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The press release issued August 5, 2025 is furnished herewith as Exhibit 99.1. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.

Item 8.01 Other Events.

On August 5, 2025, the Company announced that its board of directors approved an increase of $500 million to its share repurchase program (the “Repurchase Program”), adding to the $200 million remaining available as of June 30, 2025 under the authorization approved in April 2024. Under the Repurchase Program, shares may be repurchased from time-to-time in open market transactions, pursuant to 10b5-1 trading plans entered into by the Company, in private transactions or otherwise. The actual timing, number and value of shares repurchased under the Repurchase Program will depend on various factors, including the market price of the Company’s common stock, trading volume, general market conditions and other corporate and economic considerations. The Repurchase Program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or terminated at any time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release issued by Paylocity Holding Corporation dated August 5, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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.

						PAYLOCITY HOLDING CORPORATION
Date: August 5, 2025			By:			/s/ Ryan Glenn
						Ryan Glenn
						Chief Financial Officer

FAQ

How much share repurchase capacity does Paylocity (PCTY) now have?

The board added $500 million, bringing remaining authorization to about $700 million.

Is Paylocity required to buy back all $700 million of shares?

No. The program is voluntary and may be modified, suspended or terminated at any time.

Where can investors find Paylocity’s FY25 financial results?

Detailed figures are in Exhibit 99.1, the press release furnished with this 8-K.

What methods can Paylocity use to repurchase shares?

Open-market transactions, 10b5-1 trading plans, private deals or other approved methods.

Did the 8-K disclose any other material events?

No additional significant events beyond the earnings release reference and expanded buyback were disclosed.