Paylocity (PCTY) SVP Andrew Cappotelli sells 845 shares under 10b5-1 plan

Rhea-AI Filing Summary

Paylocity Holding Corp senior vice president of operations Andrew Cappotelli reported an open-market sale of 845 shares of common stock on February 19, 2026 at an average price of $108.94 per share.

After this transaction, he directly owns 19,437 Paylocity shares. The sale was conducted under an approved 10b5-1 trading plan adopted on August 27, 2025.

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).

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^*

Cappotelli Andrew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr Vice President Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		S		845(1)	D	$108.94	19,437	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:

1. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on August 27, 2025.

Remarks:

	/s/ Kris Kang, attorney-in-fact to Andrew Cappotelli	02/23/2026
	** 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.

FAQ

What insider transaction did Paylocity (PCTY) report for Andrew Cappotelli?

Paylocity reported that Andrew Cappotelli executed an open-market sale of company stock. The Form 4 shows he sold 845 shares of Paylocity common stock in a single transaction, reflecting a routine insider sale rather than a new grant or purchase of shares.

How many Paylocity (PCTY) shares did Andrew Cappotelli sell and at what price?

Andrew Cappotelli sold 845 shares of Paylocity common stock. The reported average sale price was $108.94 per share. This was an open-market sale, meaning the shares were sold on the public market at prevailing prices rather than through a private transaction or award.

What is Andrew Cappotelli's role at Paylocity (PCTY)?

Andrew Cappotelli serves as a senior vice president of operations at Paylocity. This officer role means he is part of the company’s executive leadership team, and his equity transactions in Paylocity stock must be reported publicly through Form 4 insider trading disclosures.

How many Paylocity (PCTY) shares does Andrew Cappotelli own after this sale?

Following the reported sale, Andrew Cappotelli directly owns 19,437 shares of Paylocity common stock. This post-transaction holding reflects his remaining equity stake as an executive and is disclosed in the Form 4 as the total shares beneficially owned after the transaction.

Was Andrew Cappotelli's Paylocity (PCTY) stock sale under a 10b5-1 plan?

Yes. The footnote states the sale was conducted under an approved 10b5-1 plan adopted on August 27, 2025. Such plans allow insiders to prearrange stock trades, helping separate routine portfolio management from opportunistic trading based on nonpublic company information.

Does this Paylocity (PCTY) Form 4 filing indicate any insider purchases?

No insider purchases are reported in this Form 4. The summary data shows one insider sale of 845 shares and no buy transactions, indicating the filing relates solely to a net sale rather than any acquisition of additional Paylocity shares by the reporting person.