Paylocity CEO Granted RSUs/PSUs and Conducted 10b5-1 Sales in Aug 2025

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) insider activity: Toby J. Williams, President and CEO and a director, reported multiple equity awards and open-market sales in mid-August 2025. On August 15, 2025 he was granted 46,576 RSUs vesting quarterly over four years and 27,398 RSUs vesting quarterly over two years. He also received 42,332 PSUs with 50% vesting immediately and the remainder vesting in 2026 and 2027 subject to service. Additionally, a target 15,836 Market Stock Units (performance-based 0%-200%) was granted. The filing discloses sales under an approved 10b5-1 plan executed February 21, 2025: 8,000 shares sold across August 15-18 at weighted-average prices of about $171.64 and $172.04. Following these transactions, Mr. Williams beneficially owned 220,752 shares.

Positive

• Significant long-term incentive grants: 46,576 RSUs (4-year vest), 27,398 RSUs (2-year vest), and 42,332 PSUs with staged vesting
• Performance linkage: 15,836 MSUs tied to total shareholder return with potential 0%-200% payout
• Substantial residual ownership: Reporting person still holds 220,752 shares after transactions

Negative

• Insider sales disclosed: 8,000 shares sold under a 10b5-1 plan on Aug 15-18, 2025 at weighted-average prices around $171.64–$172.04

Insights

Financial Analyst

TL;DR: Mixed signal: sizeable long-term equity awards paired with routine 10b5-1 sales; overall neutral to modestly positive for alignment.

The grants (RSUs, PSUs, MSUs) materially increase CEO equity compensation and align pay with multi-year performance and shareholder return metrics. The PSU structure (50% vested immediately, remainder in two years) plus MSUs with 0%-200% payout link pay to outcomes. The disclosed open-market sales were executed under an approved 10b5-1 plan, with weighted-average prices reported, indicating pre-planned liquidity rather than ad-hoc disposition. Net beneficial holding remains substantial at 220,752 shares, preserving meaningful CEO ownership.

Corporate Governance Expert

TL;DR: Governance appears standard: multi-year incentive design with documented 10b5-1 plan for sales.

The equity awards use common governance mechanisms: time-based RSUs, performance-based PSUs, and MSUs tied to total shareholder return with multiple performance periods. Vesting schedules and settlement under the 2023 Equity Incentive Plan are explicitly stated. The use of a 10b5-1 trading plan adopted February 21, 2025 is properly disclosed for the August sales, supporting compliance and reducing signaling risk. Documentation in the Form 4 is thorough and follows expected disclosure practices.

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^*

Williams Toby J.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		46,576(1)	A	$0	174,125	D
Common Stock, par value $0.001	08/15/2025		A		27,398(2)	A	$0	201,523	D
Common Stock, par value $0.001	08/15/2025		A		42,332(3)	A	$0	243,855	D
Common Stock, par value $0.001	08/15/2025		F		13,515	D	$171.64	230,340	D
Common Stock, par value $0.001	08/15/2025		S		3,980(4)	D	$171.5(5)	226,360	D
Common Stock, par value $0.001	08/15/2025		S		4,020(4)	D	$172.04(6)	222,340	D
Common Stock, par value $0.001	08/18/2025		F		1,588	D	$171.96	220,752	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(7)	$0	08/15/2025		A		15,836(8)		(9)	(10)	Common Stock, par value $0.001	15,836	$0	15,836	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. The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 21, 2025.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $170.82 to $171.82, 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 5 and 6 of this Form 4.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $171.83 to $172.50, inclusive.

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

8. 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.

9. 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.

10. 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 Toby J. Williams	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.
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FAQ

What insider transactions did Toby J. Williams report for PCTY?

The Form 4 reports grants of 46,576 RSUs, 27,398 RSUs, 42,332 PSUs, a target of 15,836 MSUs, and open-market sales of 8,000 shares across Aug 15–18, 2025.

How do the PSUs and MSUs awarded to PCTY's CEO vest?

50% of the PSUs vested on Aug 15, 2025; remaining PSUs vest in equal installments on Aug 15, 2026 and Aug 15, 2027. MSUs have four performance periods beginning Aug 31, 2025 and may vest 0%–200% depending on total shareholder return.

Were the August 2025 share sales by the CEO discretionary?

No. The filing states the sales were conducted under an approved 10b5-1 plan adopted on Feb 21, 2025, indicating pre-planned transactions.

What was the weighted-average price of the reported share sales?

The Form 4 reports weighted-average prices of approximately $171.64 and $172.04 for the sales executed Aug 15–18, 2025.

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

Following the reported transactions, the filing shows the reporting person beneficially owned 220,752 shares.