Paylocity director granted 2,207 RSUs

Paylocity Holding Corp (PCTY) reported that director Ronald V. Waters received an equity compensation grant in the form of restricted stock units.

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) reported that director Ronald V. Waters received an equity compensation grant in the form of restricted stock units. On 2026-08-14, he acquired 2,207 RSUs, each convertible into one share of common stock, increasing his directly held common stock to 11,640 shares after the grant.

The RSUs vest 25% quarterly and will be fully vested on the first anniversary of the grant date, subject to the terms of Paylocity’s Amended and Restated 2023 Equity Incentive Plan. The grant carried no cash exercise price.

Insider Trade Summary

Grant/Award: 2,207 shares

Grant/Award 1 txn

Insider WATERS RONALD V

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.001 F1	2,207	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.001 — 11,640 shares (Direct)

Footnotes (1)

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.

Key Figures

RSUs granted: 2,207 shares Shares held after transaction: 11,640 shares Vesting rate: 25% quarterly +2 more

5 metrics

RSUs granted 2,207 shares Restricted stock units granted to director Ronald V. Waters on 2026-08-14

Shares held after transaction 11,640 shares Total direct common stock holdings of Ronald V. Waters after the RSU grant

Vesting rate 25% quarterly RSUs vest quarterly and are fully vested on first anniversary of grant

RSU-to-share ratio 1 share per RSU Each RSU entitles the reporting person to receive one share of common stock

Transaction price per share $0.0000 Reported price per share for the RSU grant transaction

Key Terms

restricted stock units (RSUs), vest, Equity Incentive Plan

3 terms

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.

vest financial

"The RSUs will vest 25% quarterly, such that the RSUs will vest completely"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did PCTY disclose for Ronald V. Waters?

Paylocity Holding Corp disclosed that director Ronald V. Waters received a grant of 2,207 restricted stock units (RSUs) on 2026-08-14, each entitling him to one share of common stock upon vesting, as equity-based compensation.

How many PCTY shares does Ronald V. Waters hold after this Form 4 transaction?

After the reported grant, Ronald V. Waters directly holds 11,640 shares of Paylocity common stock. This total reflects the addition of 2,207 RSUs awarded on 2026-08-14, which convert to common shares as they vest.

What are the vesting terms of the 2,207 RSUs reported for PCTY?

The 2,207 RSUs granted to Ronald V. Waters vest 25% quarterly, so they will be fully vested on the first anniversary of the 2026-08-14 grant date, in accordance with Paylocity’s Amended and Restated 2023 Equity Incentive Plan.

Does the RSU grant to Ronald V. Waters involve a purchase price for PCTY shares?

No, the RSU grant shows a transaction price of $0.0000 per share, reflecting that these are equity compensation awards, not open-market purchases, and will convert into common shares as vesting conditions are satisfied.

Was the PCTY RSU grant to Ronald V. Waters made under a specific equity plan?

Yes. The 2,207 RSUs granted to Ronald V. Waters will be settled under Paylocity’s Amended and Restated 2023 Equity Incentive Plan, which governs the terms of the award and its share settlement upon vesting.

Is the reported PCTY insider transaction under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not selected, and the transaction is a grant/award acquisition of RSUs, not an open-market trade executed under a pre-arranged 10b5-1 trading plan.

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

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Available on EDGAR 08/18/2026 - 04:03 PM Accepted by SEC EDGAR 08/18/2026 - 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).

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^*

WATERS RONALD V

(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		10% 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)

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	08/14/2026		A		2,207(1)	A	$0	11,640	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. 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.

Remarks:

	/s/ Kris Kang, attorney-in-fact to Ronald V. Waters	08/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)