Paylocity (PCTY) Officer Executes 10b5-1 Sales on Aug 19-20, 2025

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) officer Nicholas Rost reported two open-market sales of common stock executed under an approved 10b5-1 trading plan adopted November 20, 2024. On 08/19/2025 he sold 378 shares at $177.58 per share and on 08/20/2025 he sold 130 shares at $177.82 per share. The Form 4 indicates beneficial ownership of 9,508 shares following the first reported sale and 9,378 shares following the second. The filing is signed by an attorney-in-fact on 08/21/2025 and includes an explicit note that the sales were made pursuant to the 10b5-1 plan.

Positive

• Sales were executed under an approved 10b5-1 plan adopted November 20, 2024, which supports an affirmative defense to insider trading claims
• Form 4 discloses required details (transaction dates, share counts, prices and resulting beneficial ownership) and is signed by an authorized attorney-in-fact

Negative

• Reporting person reduced holdings by 378 shares on 08/19/2025 and 130 shares on 08/20/2025
• Sales at market prices ($177.58 and $177.82) may be interpreted by some investors as insider liquidity rather than confidence signal

Insights

Securities Analyst

TL;DR: Routine insider sales under a pre-established 10b5-1 plan; small share amounts relative to many public-company holdings.

The transactions disclosed are open-market sales executed under an approved 10b5-1 trading plan, which provides an affirmative defense to insider trading claims when properly adopted and executed. The sizes disclosed—378 shares and 130 shares—are explicitly reported with prices of $177.58 and $177.82, respectively, and reduced reported beneficial ownership to 9,378 shares. From a market-impact perspective, these are modest share quantities and the filing follows standard Section 16 reporting conventions.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices: sales disclosed and tied to a dated 10b5-1 plan.

The Form 4 contains the required information: reporting person, relationship (VP, CAO & Treasurer), transaction dates, codes indicating sales, share counts, prices, and a remark stating the trades were conducted under a 10b5-1 plan adopted on November 20, 2024. The filing is signed by an attorney-in-fact, which is an acceptable execution method. This filing shows procedural compliance; it does not provide additional corporate strategy or forward-looking detail.

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^*

Rost Nicholas

(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)
	VP CAO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		S		378(1)	D	$177.58	9,508	D
Common Stock, par value $0.001	08/20/2025		S		130(1)	D	$177.82	9,378	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 November 20, 2024.

Remarks:

	/s/ Kris Kang, attorney-in-fact to Nicholas Rost	08/21/2025
	** 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 insider transactions were reported for Paylocity (PCTY)?

Nicholas Rost reported two sales: 378 shares on 08/19/2025 at $177.58 and 130 shares on 08/20/2025 at $177.82.

Were the sales made under a pre-existing trading plan for PCTY?

Yes. The Form 4 states the transactions were conducted under an approved 10b5-1 plan adopted on November 20, 2024.

How many shares did the reporting person own after the reported transactions?

The filing shows beneficial ownership of 9,508 shares after the 08/19/2025 sale and 9,378 shares after the 08/20/2025 sale.

Who signed the Form 4 for the reporting person?

The Form 4 is signed by Kris Kang, attorney-in-fact to Nicholas Rost, dated 08/21/2025.

What relationship does the reporting person have to Paylocity?

The filing identifies Nicholas Rost as an officer with the title VP, CAO & Treasurer.