Paylocity Insider Grant: 1,261 RSUs to Director and 10% Owner (PCTY)

Rhea-AI Filing Summary

Steven I. Sarowitz, a director and reported 10% owner of Paylocity Holding Corp (PCTY), received a grant of 1,261 restricted stock units (RSUs) on 08/15/2025. Each RSU converts to one share of common stock and was granted at no cash price, to be settled under the issuer's 2023 Equity Incentive Plan. The RSUs vest 25% quarterly and will be fully vested one year after grant. After this transaction Sarowitz directly beneficially owns 8,331,596 shares and indirectly owns 251,068 shares through a trust.

Insights

Corporate Governance Expert

TL;DR: A sizable insider equity grant aligns a major stakeholder with shareholder interests via time-based vesting.

The grant of 1,261 RSUs to a director who is also a 10% owner represents a retention and alignment mechanism rather than immediate dilutive cash compensation, given the zero cash price and one-year cliffed vesting schedule (25% quarterly). The reported direct ownership of 8.33 million shares plus 251,068 indirect shares through a trust indicates continued significant insider alignment with long-term performance. Materiality to investors is modest on an absolute basis unless the company has a small share base; the filing contains no performance-based vesting or acceleration terms.

Securities Analyst

TL;DR: The transaction is a routine equity grant to an insider and is unlikely to materially affect the capital structure.

The RSU grant (1,261 shares) was recorded as an acquisition on 08/15/2025 at $0 price and vests over one year, implying predictable future share settlement timing. Reporting of 8,331,596 direct shares and 251,068 indirect shares confirms substantial insider ownership, which can be positive for alignment but may already be reflected in the share count. The filing provides no information about the issuer's total outstanding shares, so direct impact on dilution or per-share metrics cannot be determined from this document alone.

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^*

Sarowitz Steven I

(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	X	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	8,331,596	D
Common Stock, par value $0.001								251,068	I	By Jessica P. Sarowitz Declaration of Trust

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 to Steven I. Sarowitz	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 Steven I. Sarowitz report on Form 4 for PCTY?

He reported a grant of 1,261 RSUs on 08/15/2025, each converting to one share, with vesting 25% quarterly and full vesting after one year.

How many PCTY shares does Sarowitz beneficially own after the transaction?

Directly 8,331,596 shares and indirectly 251,068 shares via a trust following the reported RSU grant.

What is the price and settlement plan for the RSUs?

The RSUs were granted at $0 and will be settled pursuant to the issuer's 2023 Equity Incentive Plan, converting one RSU into one share.

When were the transactions and when was the Form 4 signed?

Transaction date: 08/15/2025. Form signed by attorney-in-fact: 08/19/2025.

Are there performance-based vesting conditions disclosed?

No performance-based conditions are disclosed in this filing; vesting is time-based (25% quarterly).