Paylocity Insider Files Form 4 Showing Two Preplanned Sales

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) insider transactions: Andrew Cappotelli, Senior Vice President of Operations, reported two dispositions of common stock under an approved 10b5-1 trading plan adopted on February 25, 2025. On 09/02/2025 he disposed of 52 shares at $179.23 each, leaving 22,904 shares beneficially owned. On 09/03/2025 he sold an additional 77 shares at $173.68 each, leaving 22,827 shares beneficially owned.

The filing identifies the reporting person as an officer and shows the trades were executed pursuant to a 10b5-1 plan, indicating the sales were prearranged rather than ad hoc. No derivative transactions or other compensatory equity grants are reported.

Positive

• Sales executed under an approved 10b5-1 plan, suggesting prearranged trades rather than opportunistic insider sales
• Clear reporting of post-transaction beneficial ownership (22,827 shares) allowing investor transparency

Negative

• Officer disposed of shares (129 total), which reduces insider ownership though size appears limited based on reported counts

Insights

Financial Analyst

TL;DR: Officer executed small, preplanned stock sales under a 10b5-1 plan; holdings modestly reduced.

The disclosures show routine dispositions totaling 129 shares executed across two dates at prices of $179.23 and $173.68. The reporting person remains a meaningful individual holder with 22,827 shares after the transactions. Because the trades were conducted under an approved 10b5-1 plan adopted February 25, 2025, they appear prearranged which reduces the likelihood these sales were based on undisclosed material information. The filing does not include any derivative activity or new grants that would materially change compensation or dilution profiles.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard Section 16 reporting and documents 10b5-1 plan usage for officer sales.

The Form 4 identifies the reporter as Senior Vice President Operations and notes the transactions were executed under an approved 10b5-1 trading plan adopted February 25, 2025, which is consistent with governance best practices for scheduled insider trading. The filing provides clear transaction codes and resulting beneficial ownership counts. No amendments, derivative holdings, or joint filings are indicated. The record appears procedurally complete based on the supplied entries.

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).

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^*

Cappotelli Andrew

(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)
	Sr Vice President Operations

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F		52	D	$179.23	22,904	D
Common Stock, par value $0.001	09/03/2025		S		77(1)	D	$173.68	22,827	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. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 25, 2025.

Remarks:

	/s/ Kris Kang, attorney-in-fact to Andrew Cappotelli	09/04/2025
	** 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 trades did Andrew Cappotelli report for PCTY?

He reported two dispositions: 52 shares sold at $179.23 on 09/02/2025 and 77 shares sold at $173.68 on 09/03/2025.

How many Paylocity shares does the reporting person own after these transactions?

Following the reported transactions the reporting person beneficially owned 22,827 shares.

Were the transactions part of a 10b5-1 plan for PCTY insider sales?

Yes. The filing states the transactions were conducted under an approved 10b5-1 plan adopted on February 25, 2025.

Did the Form 4 report any derivative securities or option exercises?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.

What is the reporter's role at Paylocity?

The reporting person is identified as Senior Vice President Operations.