What is the purpose of the 6,536-share Paylocity (PCTY) transaction coded F?

The 6,536-share transaction coded F is a tax-withholding disposition at $107.13 per share. It reflects payment of exercise price or tax liability by delivering securities, rather than a traditional open-market sale, and still reduces the CEO’s directly held share count.

Paylocity (PCTY) CEO Toby Williams logs 8,000-share stock sale and tax disposition

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Paylocity Holding Corp President and CEO Toby J. Williams reported multiple stock transactions involving Paylocity common shares. On February 16, 2026, he disposed of 6,536 shares at $107.13 per share in a tax-withholding disposition, leaving 205,307 shares held directly.

On February 13, 2026, he executed two open-market sales totaling 8,000 shares: 2,700 shares at $104.00 and 5,300 shares at $104.98. Footnotes state these sales were made under an approved Rule 10b5-1 trading plan adopted on February 21, 2025, with the reported prices representing weighted averages for multiple trades within disclosed price ranges.

Insider Trade Summary

Net Seller: 8,000 shares ($837,194)

Net Sell 3 txns

Insider Williams Toby J.

Role President and CEO

Sold 8,000 shs ($837K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.001	6,536	$107.13	$700K
Sale	Common Stock, par value $0.001	2,700	$104.00	$281K
Sale	Common Stock, par value $0.001	5,300	$104.98	$556K

Holdings After Transaction: Common Stock, par value $0.001 — 205,307 shares (Direct)

Footnotes (1)

The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 21, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $103.46 to $104.46, 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 2 and 3 of this Form 4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $104.48 to $105.41, inclusive.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:01 PM

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

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)
02/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	02/13/2026		S		2,700⁽¹⁾	D	$104⁽²⁾	217,143	D
Common Stock, par value $0.001	02/13/2026		S		5,300⁽¹⁾	D	$104.98⁽³⁾	211,843	D
Common Stock, par value $0.001	02/16/2026		F		6,536	D	$107.13	205,307	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 21, 2025.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $103.46 to $104.46, 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 2 and 3 of this Form 4.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $104.48 to $105.41, inclusive.

Remarks:

	/s/ Kris Kang, attorney-in-fact to Toby J. Williams	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Paylocity (PCTY) CEO Toby J. Williams report?

Toby J. Williams reported a tax-withholding disposition of 6,536 Paylocity shares at $107.13 and open-market sales totaling 8,000 shares at weighted average prices around $104. These transactions involved Paylocity common stock held directly by the CEO.

How many Paylocity (PCTY) shares did the CEO sell in the open market?

The CEO sold 8,000 Paylocity shares in open-market transactions: 2,700 shares at $104.00 and 5,300 shares at $104.98. The filing notes these prices are weighted averages for multiple trades within specified intraday price ranges.

How many Paylocity (PCTY) shares does the CEO hold after these Form 4 transactions?

After the reported transactions, the CEO directly holds 205,307 Paylocity common shares. This figure reflects the position following the 6,536-share tax-withholding disposition dated February 16, 2026, as shown in the Form 4 ownership totals.

Were Paylocity (PCTY) CEO stock sales made under a 10b5-1 trading plan?

Yes. A footnote states the indicated transactions were conducted under an approved Rule 10b5-1 trading plan adopted on February 21, 2025. Such plans pre-schedule trades, aiming to separate transaction timing from day-to-day discretionary decisions by the insider.

What price ranges applied to the Paylocity (PCTY) CEO’s reported stock sales?

For the open-market sales, one weighted average price covered trades between $103.46 and $104.46 per share. Another covered trades between $104.48 and $105.41. The CEO undertakes to provide detailed breakdowns of shares sold at each price upon request.