[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) insider activity: Glenn Ryan, Chief Financial Officer, reported multiple equity awards and some share disposals in mid-August 2025. On August 15, 2025 he was granted 29,727 restricted stock units (RSUs) vesting over four years and 4,110 RSUs vesting over two years; 8,437 performance stock units (PSUs) vested in part with 50% vesting August 15, 2025 and the remainder subject to service-based vesting in 2026 and 2027. The filing also shows a target grant of 4,247 market stock units (MSUs) tied to total shareholder return performance across four performance periods beginning August 31, 2025. Separately, the report records dispositions: 3,255 shares sold at $171.64 and 364 shares sold at $171.96 on August 15 and August 18, 2025 respectively. Following transactions, Ryan beneficially owned 81,713 shares.

Positive

• Grants emphasize long-term alignment: RSUs, PSUs and MSUs tie compensation to multi-year service and total shareholder return
• Performance leverage present: MSUs have a 0%-200% payout range, providing upside if TSR goals are met
• Staggered vesting: PSUs and RSUs vest over multiple years, supporting retention

Negative

• Insider share disposals: 3,255 shares sold at $171.64 and 364 shares sold at $171.96, which reduce direct holdings
• Potential dilution: Multiple equity awards increase outstanding claim on shares when settled (explicit award amounts provided)

Insights

Compensation Analyst

TL;DR: Grants mix time-based RSUs, performance PSUs and MSUs to align pay with multi-year performance.

The awards disclosed combine time-based RSUs (two- and four-year schedules), performance-based PSUs with staged vesting and MSUs tied to total shareholder return across multiple performance windows. This structure emphasizes long-term retention and alignment with shareholder outcomes because vesting for a meaningful portion depends on continued service and performance metrics. The MSUs include a 0%-200% payout range, indicating variable upside linked to relative TSR achievement. Reported sales of 3,619 shares at market prices are modest compared with total holdings and are itemized separately from the award grants.

Corporate Governance Expert

TL;DR: Filing documents routine executive compensation grants and minor share disposals; not an unusual governance event.

The Form 4 documents standard equity compensation practices: time-based RSUs, performance-contingent PSUs, and market stock units with multi-period performance measurement. Vesting schedules and performance conditions are explicitly stated, and settlement will follow the 2023 Equity Incentive Plan. There is no indication of departures, unusual acceleration, or change-in-control provisions in the filing text. The transactions appear administrative and compensation-related rather than signaling a governance issue.

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
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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)
08/15/2025

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	08/15/2025		A		29,727(1)	A	$0	72,785	D
Common Stock, par value $0.001	08/15/2025		A		4,110(2)	A	$0	76,895	D
Common Stock, par value $0.001	08/15/2025		A		8,437(3)	A	$0	85,332	D
Common Stock, par value $0.001	08/15/2025		F		3,255	D	$171.64	82,077	D
Common Stock, par value $0.001	08/18/2025		F		364	D	$171.96	81,713	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
Market Stock Units(4)	$0	08/15/2025		A		4,247(5)		(6)	(7)	Common Stock, par value $0.001	4,247	$0	4,247	D

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 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 2023 Equity Incentive Plan.

3. Represents performance stock units (PSUs) awarded pursuant to the Issuer's 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, 2025. The remaining PSUs will vest in two equal installments on August 15, 2026 and August 15, 2027, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan

4. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.

5. 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.

6. The MSUs have four separate performance periods, which begin August 31, 2025 and end November 30, 2027, February 29, 2028, May 31, 2028 and August 31, 2028, 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.

7. 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 Ryan Glenn	08/19/2025
	** 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 equity awards did PCTY CFO Glenn Ryan receive on August 15, 2025?

He received 29,727 RSUs vesting over four years, 4,110 RSUs vesting over two years, 8,437 PSUs with 50% vesting August 15, 2025 and remaining vesting in 2026 and 2027, and a target of 4,247 MSUs tied to TSR performance.

How do the PSUs and MSUs vest for Glenn Ryan?

PSUs: 50% vested August 15, 2025, remainder vest in two equal installments on August 15, 2026 and August 15, 2027 subject to service. MSUs: four performance periods beginning August 31, 2025 with up to 25% of total award earnable after each period; payout range is 0%-200% of target.

Did the filing report any share sales by Glenn Ryan?

Yes. The report shows dispositions of 3,255 shares sold at $171.64 (08/15/2025) and 364 shares sold at $171.96 (08/18/2025).

How many shares did Glenn Ryan beneficially own after these transactions?

Following the reported transactions, he beneficially owned 81,713 shares according to the Form 4.

Are the awards settled under an equity plan?

Yes. The RSUs, PSUs and MSUs are to be settled pursuant to the terms of the issuer's 2023 Equity Incentive Plan as stated in the filing.

What is the MSU performance measurement period?

The MSUs have four performance periods beginning August 31, 2025 and ending on November 30, 2027; February 29, 2028; May 31, 2028; and August 31, 2028 respectively.