Paylocity (PCTY) CEO withholds 1,302 shares to cover taxes

Rhea-AI Filing Summary

Paylocity Holding Corp President and CEO Toby J. Williams reported a small tax-related share disposition. On March 11, 2026, 1,302 shares of common stock were withheld at $114.55 per share to cover tax liabilities. After this routine tax-withholding event, he directly held 204,005 shares.

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

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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 IL 60173

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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

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

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

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	03/11/2026		F		1,302	D	$114.55	204,005	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	03/12/2026
	** 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).
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FAQ

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

Paylocity reported that President and CEO Toby J. Williams had 1,302 shares of common stock withheld to cover tax obligations. This was a tax-withholding disposition, not an open-market sale or purchase of additional shares.

Was the recent Paylocity (PCTY) insider transaction an open-market sale?

No, the transaction was not an open-market sale. It was coded as an F transaction, meaning 1,302 shares were withheld to pay tax liabilities, a common administrative step when equity awards vest.

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

After the tax-withholding disposition of 1,302 shares, Toby J. Williams directly held 204,005 shares of Paylocity common stock. This shows he continues to maintain a substantial direct equity position in the company.

At what price were the Paylocity (PCTY) shares used for tax withholding valued?

The 1,302 Paylocity shares used for tax withholding were valued at $114.55 per share. This value is used solely for the tax-settlement calculation and does not necessarily represent a separate open-market transaction price.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 1,302 Paylocity shares were withheld to satisfy tax obligations linked to equity compensation, rather than being sold on the open market.