[Form 4] Paylocity Holding Corp Insider Trading Activity

Rhea-AI Filing Summary

Steven I. Sarowitz, a director and 10% owner of Paylocity Holding Corp (PCTY), reported a sale of 120,000 shares of common stock on 09/17/2025. After the transaction he beneficially owned 8,211,596 shares directly and 251,068 shares indirectly through the Jessica P. Sarowitz Declaration of Trust. The Form 4 was signed by attorney-in-fact Kris Kang on 09/19/2025.

Positive

• Timely disclosure of insider transaction via Form 4, signed and dated by attorney-in-fact
• Substantial remaining ownership after the sale: 8,211,596 shares directly and 251,068 indirectly, indicating ongoing insider alignment

Negative

• Insider disposition of 120,000 shares on 09/17/2025, which represents a material change in holdings reported on Form 4

Insights

Financial Analyst

TL;DR: Director sold 120,000 shares but retains large direct ownership, suggesting liquidity action rather than exit.

The sale of 120,000 shares is clearly disclosed and follows Section 16 reporting requirements. Post-transaction direct ownership remains substantial at 8,211,596 shares, with an additional 251,068 shares held indirectly. This preserves meaningful insider alignment with shareholders. The filing contains no exercise or derivative activity and reports no price in the sale line, consistent with a coded transaction disclosure.

Corporate Governance Expert

TL;DR: Routine insider sale disclosed; corporate governance transparency maintained by timely Form 4 filing.

The document demonstrates compliance with insider reporting rules: relationship to issuer is identified (director and >10% owner), the transaction date and disposition amount are stated, and the form is signed by an authorized attorney-in-fact. The combination of a sizable remaining direct stake and the disclosed indirect trust holding indicates continued insider interest, while the disposition itself is a notable change in line-item holdings.

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
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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).

1. Name and Address of Reporting Person^*

Sarowitz Steven I

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		G		120,000	D	$0	8,211,596	D
Common Stock, par value $0.001								251,068	I	By Jessica P. Sarowitz Declaration of Trust

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 Steven I. Sarowitz	09/19/2025
	** 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.

FAQ

What did Steven I. Sarowitz disclose in the Form 4 for PCTY?

He reported a disposition of 120,000 common shares on 09/17/2025 and beneficial ownership of 8,211,596 shares directly plus 251,068 indirectly.

What is the reporting relationship of Steven I. Sarowitz to Paylocity (PCTY)?

The form lists him as a Director and a 10% owner of the issuer.

Was any derivative or option activity reported in this Form 4?

No. Table II for derivative securities contains no entries; only a non-derivative disposition is reported.

Who signed the Form 4 and when?

The Form 4 was signed by Kris Kang, attorney-in-fact to Steven I. Sarowitz on 09/19/2025.

Does the filing show the sale price of the 120,000 shares?

The transaction line shows a price of $0 in the price column for that coded transaction, consistent with the reported transaction code.