Paylocity (PCTY) CFO uses 2,501 shares to cover tax withholding

Rhea-AI Filing Summary

Paylocity Holding Corp's Chief Financial Officer Glenn Ryan reported a tax-related share disposition. On February 16, he transferred 2,501 shares of common stock at $107.13 per share to cover tax withholding obligations, a non-open-market transaction coded as a tax-withholding disposition. After this event, he continued to hold 74,728 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Glenn Ryan

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.001	2,501	$107.13	$268K

Holdings After Transaction: Common Stock, par value $0.001 — 74,728 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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^*

Glenn Ryan

(Last) (First) (Middle)

C/O 1400 AMERICAN LANE

(Street)

SCHAUMBURG IL 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	02/16/2026		F		2,501	D	$107.13	74,728	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:

Remarks:

	/s/ Kris Kang, attorney-in-fact to Ryan Glenn	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.

FAQ

What insider transaction did Paylocity (PCTY) report for CFO Glenn Ryan?

Paylocity reported that CFO Glenn Ryan disposed of 2,501 common shares in a tax-withholding transaction. The Form 4 shows this was a code F event, used to cover tax liabilities rather than an open-market sale, and he still holds 74,728 shares afterward.

Was the Paylocity (PCTY) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was coded F, described as a tax-withholding disposition where shares are delivered to satisfy tax liability, meaning the shares were not sold on the open market to outside buyers.

How many Paylocity (PCTY) shares did the CFO dispose of for tax withholding?

The CFO disposed of 2,501 Paylocity common shares for tax withholding purposes. The Form 4 lists 2,501.0000 shares at a reference price of $107.13 per share to satisfy tax obligations tied to equity compensation.

How many Paylocity (PCTY) shares does CFO Glenn Ryan hold after the Form 4 transaction?

After the tax-withholding disposition, CFO Glenn Ryan directly holds 74,728 Paylocity common shares. The Form 4 specifies this post-transaction balance, indicating his remaining direct ownership position following the 2,501-share tax-related transfer.

What does transaction code F mean in the Paylocity (PCTY) Form 4 filing?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this Paylocity filing, the code shows that 2,501 shares were used to cover taxes, rather than being sold as a discretionary open-market trade.