Paylocity director sells 5,100 shares at $158

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) insider Steven I. Sarowitz, a director and more-than-10% owner, reported selling a total of 5,100 shares of common stock on August 28, 2026 in open-market transactions under a Rule 10b5-1 trading plan adopted on December 15, 2025.

The sales were executed in three tranches: 1,210 shares at a weighted average of $158.12 per share, 3,885 shares at a weighted average of $158.69 per share, and 5 shares at $159.36 per share, with underlying trade prices ranging from $157.33 to $159.24. Following these transactions, he also reports 3,916,476 shares of common stock held indirectly through the Jessica P. Sarowitz Declaration of Trust.

Insider Trade Summary 10b5-1

Net Seller: 5,100 shares

Net Sell 4 txns

Insider Sarowitz Steven I

Role Director, 10% Owner

Sold 5,100 shs ($809K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 F1, F2	1,210	$158.12	$191K
Sale	Common Stock, par value $0.001 F1, F3	3,885	$158.69	$617K
Sale	Common Stock, par value $0.001 F1	5	$159.36	$796.80
holding	Common Stock, par value $0.001	--	--	--

Holdings After Transaction: Common Stock, par value $0.001 — 4,448,395 shares (Direct); Common Stock, par value $0.001 — 3,916,476 shares (Indirect, By Jessica P. Sarowitz Declaration of Trust)

Footnotes (3)

1. F1. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on December 15, 2025.
2. F2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $157.33 to $158.33, 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. F3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $158.34 to $159.24, inclusive.

Key Figures

Shares sold (tranche 1): 1,210 shares at $158.12 per share Shares sold (tranche 2): 3,885 shares at $158.69 per share Shares sold (tranche 3): 5 shares at $159.36 per share +4 more

7 metrics

Shares sold (tranche 1) 1,210 shares at $158.12 per share Open-market sale of common stock on August 28, 2026

Shares sold (tranche 2) 3,885 shares at $158.69 per share Open-market sale of common stock on August 28, 2026

Shares sold (tranche 3) 5 shares at $159.36 per share Open-market sale of common stock on August 28, 2026

Total shares sold 5,100 shares Aggregate of reported sale transactions on August 28, 2026

Price range (tranche 1) $157.33 to $158.33 per share Weighted-average price footnote for the 1,210-share sale

Price range (tranche 2) $158.34 to $159.24 per share Weighted-average price footnote for the 3,885-share sale

Indirectly held shares 3,916,476 shares Common stock held indirectly by Jessica P. Sarowitz Declaration of Trust after transactions

Key Terms

Rule 10b5-1 Plan, weighted average price, indirect, more-than-10% owner

4 terms

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

indirect financial

"ownership_type": "indirect","ownership_code": "I""

more-than-10% owner regulatory

"is_ten_percent_owner": 1"

FAQ

What insider transaction did PCTY director Steven I. Sarowitz report?

He reported selling a total of 5,100 shares of Paylocity common stock on August 28, 2026 in open-market transactions, as disclosed in a Form 4 filing.

At what prices did Steven I. Sarowitz sell PCTY shares?

He sold 1,210 shares at a weighted average of $158.12, 3,885 shares at a weighted average of $158.69, and 5 shares at $159.36, with underlying prices ranging from $157.33 to $159.24 per share.

Were the PCTY insider sales made under a Rule 10b5-1 plan?

Yes. The filing states the transactions were conducted under an approved 10b5-1 Plan adopted by Steven I. Sarowitz on December 15, 2025.

How many PCTY shares did Steven I. Sarowitz sell in total?

He sold a total of 5,100 shares of Paylocity common stock, based on three reported sale transactions on August 28, 2026.

How many PCTY shares does Steven I. Sarowitz report holding indirectly after the transactions?

He reports 3,916,476 shares of Paylocity common stock held indirectly through the Jessica P. Sarowitz Declaration of Trust.

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

He is reported as a director and a more-than-10% owner of Paylocity Holding Corp in the Form 4 filing.

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Available on EDGAR 09/01/2026 - 04:04 PM Accepted by SEC EDGAR 09/01/2026 - 04:03 PM Learn about SEC filing dates

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^*

Sarowitz Steven I

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	08/28/2026		S		1,210(1)	D	$158.12(2)	4,452,285	D
Common Stock, par value $0.001	08/28/2026		S		3,885(1)	D	$158.69(3)	4,448,400	D
Common Stock, par value $0.001	08/28/2026		S		5(1)	D	$159.36	4,448,395	D
Common Stock, par value $0.001								3,916,476	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:

1. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on December 15, 2025.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $157.33 to $158.33, 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 $158.34 to $159.24, inclusive.

Remarks:

	/s/ Kris Kang, attorney-in-fact to Steven I. Sarowitz	09/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)