STOCK TITAN

Paylocity (NASDAQ: PCTY) director gets 2,207 RSUs, sells 586 shares

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) reported insider activity by director and more-than-10% owner Steven I. Sarowitz. He received a grant of 2,207 restricted stock units (RSUs) on common stock, vesting 25% quarterly over one year under the Amended and Restated 2023 Equity Incentive Plan. On the same date, entities associated with him sold 301 shares at a weighted average of $150.01 and 285 shares at a weighted average of $152.29, in multiple trades under a Rule 10b5-1 trading plan adopted on December 15, 2025. Following these transactions, 3,916,476 shares of common stock are held indirectly through the Jessica P. Sarowitz Declaration of Trust.

Positive

  • None.

Negative

  • None.
Insider Sarowitz Steven I
Role Director, 10% Owner
Sold 586 shs ($89K)
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.001 F1 2,207 $0.00 $0.00
Sale Common Stock, par value $0.001 F2, F3 301 $150.01 $45K
Sale Common Stock, par value $0.001 F2, F4 285 $152.29 $43K
holding Common Stock, par value $0.001 -- -- --
Holdings After Transaction: Common Stock, par value $0.001 — 4,488,594 shares (Direct); Common Stock, par value $0.001 — 3,916,476 shares (Indirect, By Jessica P. Sarowitz Declaration of Trust)
Footnotes (4)
  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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
  2. F2. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on December 15, 2025.
  3. F3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.00 to $151.10, 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 3 and 4 of this Form 4.
  4. F4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $152.10 to $153.04, inclusive.
RSUs granted 2,207 shares Restricted stock units granted to Steven I. Sarowitz on 2026-08-14
Shares sold (first tranche) 301 shares at $150.01 per share Weighted average sale price, trades between $150.00 and $151.10 on 2026-08-14
Shares sold (second tranche) 285 shares at $152.29 per share Weighted average sale price, trades between $152.10 and $153.04 on 2026-08-14
Total shares sold 586 shares Sum of two reported sale transactions on 2026-08-14
Indirect holdings after transactions 3,916,476 shares Common stock held indirectly by Jessica P. Sarowitz Declaration of Trust
RSU vesting schedule 25% quarterly over 1 year Vesting terms for the 2,207 RSU grant under 2023 Equity Incentive Plan
10b5-1 plan adoption date December 15, 2025 Adoption date of the Rule 10b5-1 trading plan covering the reported sales
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.
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.
Equity Incentive Plan financial
"settled 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 insider transactions did Steven I. Sarowitz report for PCTY on August 14, 2026?

On August 14, 2026, Steven I. Sarowitz reported a grant of 2,207 RSUs in Paylocity (PCTY) and open-market sales totaling 586 shares of common stock in multiple transactions under a Rule 10b5-1 plan.

How many Paylocity (PCTY) shares did Steven I. Sarowitz sell and at what prices?

Entities associated with Steven I. Sarowitz sold 301 shares at a $150.01 weighted average price and 285 shares at a $152.29 weighted average price, in multiple trades across specified price ranges on August 14, 2026.

What are the terms of the 2,207 RSU grant reported for PCTY?

The 2,207 RSUs granted to Steven I. Sarowitz each convert into one Paylocity common share, vesting 25% quarterly so they fully vest on the first anniversary of grant, under the Amended and Restated 2023 Equity Incentive Plan.

Were the Paylocity (PCTY) share sales by Steven I. Sarowitz under a Rule 10b5-1 plan?

Yes. The filing states the reported sales were conducted under an approved Rule 10b5-1 trading plan adopted by Steven I. Sarowitz on December 15, 2025, indicating the transactions were pre-arranged.

How many Paylocity (PCTY) shares are held indirectly through the Jessica P. Sarowitz trust?

After the reported transactions, 3,916,476 Paylocity common shares are held indirectly through the Jessica P. Sarowitz Declaration of Trust, as disclosed in the ownership table of the Form 4 filing.

What does the Amended and Restated 2023 Equity Incentive Plan mean for PCTY insiders?

The Amended and Restated 2023 Equity Incentive Plan allows Paylocity to grant equity awards like RSUs to insiders, including the 2,207 RSUs granted here, aligning compensation with company performance through share-based incentives.

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

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Learn about SEC filing dates
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*
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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
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 $0.00108/14/2026A2,207(1)A$04,489,180D
Common Stock, par value $0.00108/14/2026S301(2)D$150.01(3)4,488,879D
Common Stock, par value $0.00108/14/2026S285(2)D$152.29(4)4,488,594D
Common Stock, par value $0.0013,916,476IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
2. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on December 15, 2025.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.00 to $151.10, 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 3 and 4 of this Form 4.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $152.10 to $153.04, inclusive.
Remarks:
/s/ Kris Kang, attorney-in-fact to Steven I. Sarowitz08/18/2026
** 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)