Paylocity (NASDAQ: PCTY) CEO reports tax-withholding share disposition

Rhea-AI Filing Summary

Paylocity Holding Corp President and CEO Toby J. Williams reported a tax-withholding share disposition. On May 15, 2026, 5,946 shares of common stock were delivered at $103.93 per share to satisfy tax obligations, rather than sold on the open market. Following this routine transaction, Williams directly holds 198,059 Paylocity common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Williams Toby J.

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.001	5,946	$103.93	$618K

Holdings After Transaction: Common Stock, par value $0.001 — 198,059 shares (Direct, null)

Footnotes (1)

Key Figures

Tax-withheld shares: 5,946 shares Tax-withholding price: $103.93 per share Shares held after transaction: 198,059 shares

3 metrics

Tax-withheld shares 5,946 shares Common stock delivered to cover tax obligations on May 15, 2026

Tax-withholding price $103.93 per share Value used for the tax-withholding disposition in common stock

Shares held after transaction 198,059 shares Direct Paylocity common stock holdings of Toby J. Williams after event

Key Terms

tax-withholding disposition, transaction code F, Common Stock, par value $0.001, Form 4

4 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the Form 4 event"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

transaction code F regulatory

"transaction_code "F" described as payment of exercise price or tax liability"

Common Stock, par value $0.001 financial

"security_title: "Common Stock, par value $0.001""

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Williams Toby J.

(Last) (First) (Middle)

C/O 1400 AMERICAN LANE

(Street)

SCHAUMBURG ILLINOIS 60173

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Paylocity Holding Corp [ PCTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	05/15/2026		F		5,946	D	$103.93	198,059	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Kris Kang, attorney-in-fact to Toby J. Williams	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Paylocity (PCTY) report for Toby J. Williams?

Paylocity (PCTY) reported that President and CEO Toby J. Williams had shares withheld to cover taxes. On May 15, 2026, 5,946 common shares were delivered at $103.93 per share as a tax-withholding disposition rather than an open-market sale.

How many Paylocity (PCTY) shares were involved in the CEO’s tax-withholding event?

The tax-withholding event involved 5,946 Paylocity common shares. These shares were delivered at $103.93 per share to satisfy tax obligations, according to the Form 4. This reflects a routine mechanism tied to equity compensation, not a discretionary market trade.

Did the Paylocity (PCTY) CEO sell shares on the open market in this Form 4?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were delivered at $103.93 per share to cover tax liabilities associated with equity awards, using transaction code F, which denotes payment of exercise price or tax liability by delivering securities.

How many Paylocity (PCTY) shares does Toby J. Williams hold after the reported transaction?

After the reported tax-withholding disposition, Toby J. Williams holds 198,059 Paylocity common shares directly. This post-transaction balance shown in the Form 4 indicates he retains a substantial equity position in the company following the routine tax-related share delivery.

What does transaction code F mean in the Paylocity (PCTY) Form 4 filing?

Transaction code F in the Paylocity Form 4 indicates a tax-withholding disposition. It represents payment of an exercise price or tax liability by delivering securities, meaning shares are used to satisfy obligations related to equity awards rather than being sold in the open market.