PCTY Form 4: Director Craig Conway receives 1,261 RSUs with quarterly vesting

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) insider grant summary: Director Craig Conway was granted 1,261 restricted stock units (RSUs) on 08/15/2025. Each RSU converts to one share of common stock and the grant will vest 25% quarterly, completing on the first anniversary of the grant date. The RSUs are to be settled under the issuer's 2023 Equity Incentive Plan. Following the grant, Mr. Conway beneficially owns 3,145 shares of common stock. The Form 4 was signed on 08/19/2025 by an attorney-in-fact on behalf of the reporting person.

Positive

• Director alignment: Grant of 1,261 RSUs aligns the reporting director's interests with shareholders through equity ownership
• Clear vesting schedule: RSUs vest 25% quarterly and fully vest on the first anniversary, providing transparent retention incentives

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant to align interests; limited immediate market impact.

The reported transaction is a standard equity-based compensation grant to a director under the company’s equity incentive plan. The structure — 1,261 RSUs converting one-for-one to shares with 25% quarterly vesting over one year — is designed to retain and align the director with shareholder outcomes. The transaction increases the director’s beneficial ownership to 3,145 shares, but does not indicate sales, purchases for cash, or changes to existing option pools. Given the size and typical nature of RSU grants to directors, this filing appears procedural rather than material to Paylocity's valuation or near-term cash flow.

Securities Analyst

TL;DR: No cash transaction; grant dilutive impact minimal and standard for executive/director compensation.

The Form 4 discloses a non‑cash issuance of RSUs rather than an open‑market purchase or sale. Because the RSUs convert one-to-one to common shares, potential dilution exists only upon settlement; the filing does not show the total outstanding share count, so the dilution percentage cannot be calculated from this document alone. Vesting over one year accelerates realization of equity but remains within common practice for director awards. This disclosure is informative for ownership tracking but not materially impactful on its own.

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

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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^*

Conway Craig

(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
	Officer (give title below)		Other (specify below)

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		1,261(1)	A	$0	3,145	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 2023 Equity Incentive Plan.

Remarks:

	/s/ Kris Kang, attorney-in-fact for Craig Conway	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 did Craig Conway report on the Form 4 for PCTY?

The Form 4 reports a grant of 1,261 RSUs on 08/15/2025 that convert one-for-one to common shares and vest 25% quarterly.

How many shares does Craig Conway beneficially own after the grant?

The filing states Mr. Conway beneficially owns 3,145 shares following the reported transaction.

When will the RSUs granted to Craig Conway fully vest?

The RSUs vest 25% quarterly and will be fully vested on the first anniversary of the grant date.

Was there any cash paid for the RSUs reported on the Form 4?

No cash transaction is reported; the RSUs were granted (Price $0 listed for the award).

Under what plan were the RSUs granted?

The grant will be settled pursuant to the Issuer’s 2023 Equity Incentive Plan.