STOCK TITAN

Paylocity (NASDAQ: PCTY) chair sells 15K shares after equity grants

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

For Paylocity Holding Corp (PCTY), Executive Chairman Steven R. Beauchamp reported both equity awards and share sales. On August 14, 2026 he received 3,469 market stock units (MSUs), plus grants of 10,201 restricted stock units vesting over four years and 6,094 restricted stock units vesting over two years. He also received 7,229 performance stock units (PSUs) whose vesting from 2026 to 2028–2029 depends on total shareholder return goals. The same day, he sold a total of 15,000 shares of common stock in multiple transactions at weighted average prices between about $146.74 and $151.34, conducted under a pre-arranged Rule 10b5-1 trading plan. Indirect holdings include shares held by the IRIE Family Trust, SRB 2025 GRAT, IRIE Foundation, and Gotham Triple Advantage Strategy LP.

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Insider Beauchamp Steven R
Role Executive Chairman
Sold 15,000 shs ($2.23M)
Type Security Shares Price Value
Grant/Award Market Stock Units F10, F11, F12, F13 3,469 $0.00 $0.00
Grant/Award Common Stock, par value $0.001 F1 10,201 $0.00 $0.00
Grant/Award Common Stock, par value $0.001 F2 6,094 $0.00 $0.00
Grant/Award Common Stock, par value $0.001 F3 7,229 $0.00 $0.00
Sale Common Stock, par value $0.001 F4, F5 1,200 $147.23 $177K
Sale Common Stock, par value $0.001 F4, F6 10,569 $148.46 $1.57M
Sale Common Stock, par value $0.001 F4, F7 3,031 $149.11 $452K
Sale Common Stock, par value $0.001 F4, F8 156 $150.58 $23K
Sale Common Stock, par value $0.001 F4, F9 44 $151.34 $7K
holding Common Stock, par value $0.001 -- -- --
holding Common Stock, par value $0.001 -- -- --
holding Common Stock, par value $0.001 -- -- --
holding Common Stock, par value $0.001 -- -- --
Holdings After Transaction: Market Stock Units — 3,469 shares (Direct); Common Stock, par value $0.001 — 1,277,477 shares (Direct); Common Stock, par value $0.001 — 235,000 shares (Indirect, by IRIE Family Trust); Common Stock, par value $0.001 — 220,000 shares (Indirect, by SRB 2025 GRAT); Common Stock, par value $0.001 — 15,800 shares (Indirect, by IRIE Foundation); Common Stock, par value $0.001 — 194,926 shares (Indirect, by Gotham Triple Advantage Strategy LP)
Footnotes (13)
  1. F1. Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest over four years beginning on the date of grant at a rate of 6.25% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
  2. F2. Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest over two years beginning on the date of grant at a rate of 12.5% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
  3. F3. Represents performance stock units (PSUs) awarded pursuant to the Issuer's Amended and Restated 2023 Equity Incentive Plan for which performance criteria have been satisfied that will entitle the Reporting Person to receive one share of the Issuer's common stock per PSU upon vesting. 50% of the PSUs vest on August 15, 2026. The remaining PSUs will vest in two equal installments on August 15, 2027 and August 15, 2028, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
  4. F4. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on August 19, 2025 and amended on May 15, 2026.
  5. F5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.74 to $147.73, inclusive. The reporting person undertakes to provide to Paylocity Holding Corporation, any security holder of Paylocity Holding Corporation, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 5, 6, 7, 8 and 9 of this Form 4.
  6. F6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $147.83 to $148.83, inclusive.
  7. F7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $148.84 to $149.71, inclusive.
  8. F8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.24 to $151.13, inclusive.
  9. F9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $151.33 to $151.34, inclusive.
  10. F10. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.
  11. F11. Reflects the grant of a target number MSUs subject to the award as presented in the table. The number of MSUs that ultimately vest may be 0%-200% of this number, depending upon the achievement by the Issuer of certain total shareholder return objectives.
  12. F12. The MSUs have four separate performance periods, which begin August 31, 2026 and end November 30, 2028, February 28, 2029, May 31, 2029 and August 31, 2029, respectively. Twenty five percent (25%) of the total award may be earned after the end of each performance period and, to the extent earned, will vest quarterly.
  13. F13. Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
Common shares sold 15,000 shares Total PCTY common stock sold by Steven Beauchamp on August 14, 2026
Four-year RSU grant 10,201 units RSUs vesting 6.25% every three months over four years from grant
Two-year RSU grant 6,094 units RSUs vesting 12.5% every three months over two years from grant
Performance stock units 7,229 units PSUs with vesting dates August 15, 2026, 2027, and 2028
Market stock units 3,469 units Target MSUs granted, with 0%–200% ultimately vesting based on TSR
Sale price range (footnote 5) $146.74–$147.73 per share Weighted average sale price range for one transaction group on August 14, 2026
Sale price range (footnote 9) $151.33–$151.34 per share Weighted average sale price range for another transaction group on August 14, 2026
Indirect holding by IRIE Family Trust 235,000 shares Indirect PCTY common stock holding reported as held by IRIE Family Trust
restricted stock units (RSUs) financial
"Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
performance stock units (PSUs) financial
"Represents performance stock units (PSUs) awarded pursuant to the Issuer's"
Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.
market stock units (MSUs) financial
"Each market stock unit (MSU) represents the contingent right to receive"
Rule 10b5-1 Plan regulatory
"The transaction indicated was conducted under an approved 10b5-1 Plan adopted"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
total shareholder return financial
"depending upon the achievement by the Issuer of certain total shareholder return"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
Equity Incentive Plan financial
"pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What new equity awards did PCTY grant to Steven Beauchamp on August 14, 2026?

On August 14, 2026, Steven Beauchamp received 10,201 RSUs vesting over four years, 6,094 RSUs vesting over two years, 7,229 PSUs, and 3,469 MSUs, all under Paylocity’s Amended and Restated 2023 Equity Incentive Plan.

How many Paylocity (PCTY) shares did Steven Beauchamp sell and at what prices?

Steven Beauchamp sold a total of 15,000 PCTY shares on August 14, 2026 in multiple trades at weighted average prices ranging from about $146.74 up to $151.34, according to the transaction footnotes describing the sale price ranges.

Were Steven Beauchamp’s PCTY share sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales were conducted under an approved Rule 10b5-1 Plan adopted on August 19, 2025 and amended on May 15, 2026, meaning trade timing followed a pre-arranged trading schedule rather than discretionary market timing.

How do the new PCTY RSU awards to Steven Beauchamp vest over time?

One RSU grant of 10,201 units vests over four years at 6.25% every three months from the grant date, while another grant of 6,094 units vests over two years at 12.5% every three months, contingent on continued service.

What are the terms of Steven Beauchamp’s new PCTY performance stock units (PSUs)?

The 7,229 PSUs vest only if performance criteria are met. 50% vest on August 15, 2026, with the balance vesting in two equal installments on August 15, 2027 and August 15, 2028, subject to continued service through each vesting date.

How do Steven Beauchamp’s new PCTY market stock units (MSUs) work?

Each of the 3,469 MSUs is a contingent right to one PCTY share. The actual number vesting can be 0%–200% of this target, based on total shareholder return over four performance periods between August 31, 2026 and August 31, 2029.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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).
X
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*
Beauchamp Steven R

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.00108/14/2026A10,201(1)A$01,279,154D
Common Stock, par value $0.00108/14/2026A6,094(2)A$01,285,248D
Common Stock, par value $0.00108/14/2026A7,229(3)A$01,292,477D
Common Stock, par value $0.00108/14/2026S1,200(4)D$147.23(5)1,291,277D
Common Stock, par value $0.00108/14/2026S10,569(4)D$148.46(6)1,280,708D
Common Stock, par value $0.00108/14/2026S3,031(4)D$149.11(7)1,277,677D
Common Stock, par value $0.00108/14/2026S156(4)D$150.58(8)1,277,521D
Common Stock, par value $0.00108/14/2026S44(4)D$151.34(9)1,277,477D
Common Stock, par value $0.001235,000Iby IRIE Family Trust
Common Stock, par value $0.001220,000Iby SRB 2025 GRAT
Common Stock, par value $0.00115,800Iby IRIE Foundation
Common Stock, par value $0.001194,926Iby Gotham Triple Advantage Strategy LP
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Market Stock Units(10)$008/14/2026A3,469(11) (12) (13)Common Stock, par value $0.0013,469$03,469D
Explanation of Responses:
1. Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest over four years beginning on the date of grant at a rate of 6.25% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
2. Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest over two years beginning on the date of grant at a rate of 12.5% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
3. Represents performance stock units (PSUs) awarded pursuant to the Issuer's Amended and Restated 2023 Equity Incentive Plan for which performance criteria have been satisfied that will entitle the Reporting Person to receive one share of the Issuer's common stock per PSU upon vesting. 50% of the PSUs vest on August 15, 2026. The remaining PSUs will vest in two equal installments on August 15, 2027 and August 15, 2028, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
4. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on August 19, 2025 and amended on May 15, 2026.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.74 to $147.73, inclusive. The reporting person undertakes to provide to Paylocity Holding Corporation, any security holder of Paylocity Holding Corporation, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 5, 6, 7, 8 and 9 of this Form 4.
6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $147.83 to $148.83, inclusive.
7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $148.84 to $149.71, inclusive.
8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.24 to $151.13, inclusive.
9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $151.33 to $151.34, inclusive.
10. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.
11. Reflects the grant of a target number MSUs subject to the award as presented in the table. The number of MSUs that ultimately vest may be 0%-200% of this number, depending upon the achievement by the Issuer of certain total shareholder return objectives.
12. The MSUs have four separate performance periods, which begin August 31, 2026 and end November 30, 2028, February 28, 2029, May 31, 2029 and August 31, 2029, respectively. Twenty five percent (25%) of the total award may be earned after the end of each performance period and, to the extent earned, will vest quarterly.
13. Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
Remarks:
/s/ Kris Kang, attorney-in-fact to Steven R. Beauchamp08/18/2026
** Signature of Reporting PersonDate
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)