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Paylocity (NASDAQ: PCTY) grants CEO stock units as 10b5-1 share sale executes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) reported that President and CEO Toby J. Williams received several equity awards and sold shares on August 14, 2026.

He was granted 74,293 and 44,383 RSUs with quarterly vesting over four and two years, respectively, 43,036 PSUs vesting between 2026 and 2028 after performance satisfaction, and 25,260 target MSUs tied to total shareholder return. He also sold a total of 12,000 common shares at weighted average prices between $147.08 and $150.76 per share pursuant to a Rule 10b5-1 trading plan.

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Insider Williams Toby J.
Role President and CEO
Sold 12,000 shs ($1.78M)
Type Security Shares Price Value
Grant/Award Market Stock Units F9, F10, F11, F12 25,260 $0.00 $0.00
Grant/Award Common Stock, par value $0.001 F1 74,293 $0.00 $0.00
Grant/Award Common Stock, par value $0.001 F2 44,383 $0.00 $0.00
Grant/Award Common Stock, par value $0.001 F3 43,036 $0.00 $0.00
Sale Common Stock, par value $0.001 F4, F5 900 $147.08 $132K
Sale Common Stock, par value $0.001 F4, F6 9,699 $148.53 $1.44M
Sale Common Stock, par value $0.001 F4, F7 1,301 $149.24 $194K
Sale Common Stock, par value $0.001 F4, F8 100 $150.76 $15K
Holdings After Transaction: Market Stock Units — 25,260 shares (Direct); Common Stock, par value $0.001 — 347,771 shares (Direct)
Footnotes (12)
  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 February 17, 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 $146.71 to $147.43, 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 and 8 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 $147.98 to $148.96, 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 $149.00 to $149.66, 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 $150.76 to $150.82, inclusive.
  9. F9. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.
  10. F10. 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.
  11. F11. 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.
  12. F12. Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
RSU grant (4-year) 74,293 shares Restricted stock units vesting 6.25% every three months over four years from grant on August 14, 2026
RSU grant (2-year) 44,383 shares Restricted stock units vesting 12.5% every three months over two years from grant on August 14, 2026
PSU award 43,036 shares Performance stock units with 50% vesting August 15, 2026 and the balance August 15, 2027 and August 15, 2028
MSU target grant 25,260 units Market stock units where 0%–200% of target may vest based on total shareholder return
Shares sold 12,000 shares Total common shares sold on August 14, 2026 across four reported sale transactions
Weighted avg sale price (block 1) $147.08 per share Weighted average price for 900 shares sold, with trades from $146.71 to $147.43
Weighted avg sale price (block 2) $148.53 per share Weighted average price for 9,699 shares sold, with trades from $147.98 to $148.96
Weighted avg sale price (block 3) $149.24 per share Weighted average price for 1,301 shares sold, with trades from $149.00 to $149.66
restricted stock units (RSUs) financial
"Reflects the grant of restricted stock units (RSUs) that will entitle"
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.

FAQ

What equity awards did PCTY grant to CEO Toby J. Williams on August 14, 2026?
On August 14, 2026, Toby J. Williams received 74,293 RSUs vesting over four years, 44,383 RSUs vesting over two years, 43,036 PSUs with tranches vesting 2026–2028, and 25,260 target MSUs subject to total shareholder return performance.

What are the vesting terms of the new RSU grants reported by PCTY?
The 74,293 RSUs vest over four years at 6.25% every three months from grant. The 44,383 RSUs vest over two years at 12.5% every three months, all under Paylocity’s Amended and Restated 2023 Equity Incentive Plan.

How do the new PSUs for PCTY’s CEO vest, and in what amounts?
The award includes 43,036 PSUs. After performance criteria were satisfied, 50% vest on August 15, 2026, with the remainder vesting in two equal installments on August 15, 2027 and August 15, 2028, subject to continued service.

What are market stock units (MSUs) granted to the PCTY CEO and how are they earned?
The CEO received 25,260 target MSUs, each representing a right to one share. Between 0% and 200% of this number may vest depending on Paylocity’s total shareholder return, across four performance periods beginning August 31, 2026 and ending in 2028–2029.

How many PCTY shares did the CEO sell and at what prices under the Form 4?
The CEO sold a total of 12,000 common shares on August 14, 2026. Weighted average sale prices were about $147.08, $148.53, $149.24, and $150.76 per share, each representing multiple trades within the disclosed price ranges.

Were the reported PCTY share sales executed under a Rule 10b5-1 trading plan?
Yes. A footnote states the sales were conducted under an approved 10b5-1 Plan adopted by the reporting person on February 17, 2026, indicating these dispositions followed a pre-arranged trading schedule rather than ad hoc timing decisions.

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Form 4 Insider Transactions: What Each Field Means →
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*
Williams Toby J.
(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)
President and CEO
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 $0.00108/14/2026A74,293(1)A$0272,352D
Common Stock, par value $0.00108/14/2026A44,383(2)A$0316,735D
Common Stock, par value $0.00108/14/2026A43,036(3)A$0359,771D
Common Stock, par value $0.00108/14/2026S900(4)D$147.08(5)358,871D
Common Stock, par value $0.00108/14/2026S9,699(4)D$148.53(6)349,172D
Common Stock, par value $0.00108/14/2026S1,301(4)D$149.24(7)347,871D
Common Stock, par value $0.00108/14/2026S100(4)D$150.76(8)347,771D
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(9)$008/14/2026A25,260(10) (11) (12)Common Stock, par value $0.00125,260$025,260D
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 February 17, 2026.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.71 to $147.43, 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 and 8 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 $147.98 to $148.96, inclusive.
7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $149.00 to $149.66, inclusive.
8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.76 to $150.82, inclusive.
9. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.
10. 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.
11. 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.
12. 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 Toby J. Williams08/18/2026
** 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)

Source: View Original Filing on SEC EDGAR