[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Steven R. Beauchamp, Executive Chairman and Director of Paylocity Holding Corp (PCTY), reported equity transactions dated August 15 and August 18, 2025. He was granted 7,822 restricted stock units (RSUs) and 5,741 performance stock units (PSUs) on August 15, 2025; 50% of the PSUs vested on that date with the remainder scheduled to vest on August 15, 2026 and August 15, 2027 subject to service. Market stock units (MSUs) with a target of 2,660 were also granted on August 15, 2025 and vest based on multi-period TSR performance metrics. Reported disposals include 2,904 shares sold at $171.64 on August 15, 2025 and 3,144 shares sold at $171.96 on August 18, 2025. Indirect holdings reported include 235,000 shares held by the IRIE Family Trust, 100,000 by the Steven Beauchamp 2025 GRAT, and 69,138 by Gotham Triple Advantage Strategy LP, with total direct beneficial ownership reported around 1.53 million shares after the transactions.

Positive

• Performance alignment: PSUs and MSUs tie a portion of compensation to multi-period performance metrics, aligning executive incentives with shareholder returns
• Retention features: RSUs vest over four years, supporting executive retention
• Detailed disclosure: Filing distinguishes direct and indirect holdings and specifies vesting schedules and performance periods

Negative

• Share disposals: Reporting shows open-market sales of 2,904 and 3,144 shares on August 15 and August 18, 2025, which reduced direct holdings
• Immediate vesting: 50% of PSUs vested on August 15, 2025, increasing the insider's immediately realizable equity

Insights

Financial Analyst

TL;DR: Insider received performance-linked and time-based equity; modest share sales followed.

The reporting shows a typical executive compensation mix: time-based RSUs (7,822), performance PSUs (5,741 with 50% vested immediately) and performance-linked MSUs (target 2,660). The PSU and MSU components link pay to future performance, aligning long-term incentives with shareholder returns. Two small open-market disposals (2,904 and 3,144 shares) at ~$171.6–$172.0 are recorded; these sales reduced direct holdings but significant indirect holdings remain, including 235,000 shares in the IRIE Family Trust. Overall, the transactions appear to be routine compensation and liquidity activity rather than a material change in control or strategy.

Corporate Governance Expert

TL;DR: Equity grants use multi-year performance vesting; disclosure is standard and detailed.

The form discloses structured awards under the 2023 Equity Incentive Plan with clear vesting schedules and performance metrics for MSUs spanning through 2028. The filing properly distinguishes direct and indirect holdings and reports both grants and disposals. The immediate 50% PSU vesting on August 15, 2025 is noteworthy as it increases vested exposure, while the MSU structure ties potential dilution to achievement of total shareholder return targets. Filing appears compliant and provides adequate detail for governance review.

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).

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^*

Beauchamp Steven R

(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)
	Executive Chairman

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		7,822(1)	A	$0	1,530,603	D
Common Stock, par value $0.001	08/15/2025		A		5,741(2)	A	$0	1,536,344	D
Common Stock, par value $0.001	08/15/2025		F		2,904	D	$171.64	1,533,440	D
Common Stock, par value $0.001	08/18/2025		F		3,144	D	$171.96	1,530,296	D
Common Stock, par value $0.001								235,000	I	by IRIE Family Trust
Common Stock, par value $0.001								100,000	I	by Steven Beauchamp 2025 GRAT
Common Stock, par value $0.001								69,138	I	by Gotham Triple Advantage Strategy LP

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(3)	$0	08/15/2025		A		2,660(4)		(5)	(6)	Common Stock, par value $0.001	2,660	$0	2,660	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. 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

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

4. 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.

5. 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.

6. 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 Steven R. Beauchamp	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

Who filed the Form 4 for PCTY and what is his role?

Steven R. Beauchamp, the Executive Chairman and a Director of Paylocity Holding Corp (PCTY), is the reporting person.

What equity awards were granted to the reporting person on August 15, 2025?

7,822 RSUs, 5,741 PSUs (50% vested August 15, 2025; remainder vest Aug 15, 2026 and Aug 15, 2027 subject to service) and 2,660 target MSUs were granted.

Were any shares sold by the reporting person and at what prices?

Yes. 2,904 shares were disposed at $171.64 on August 15, 2025 and 3,144 shares were disposed at $171.96 on August 18, 2025.

What significant indirect holdings are disclosed?

Indirect holdings include 235,000 shares by the IRIE Family Trust, 100,000 shares by the Steven Beauchamp 2025 GRAT, and 69,138 shares by Gotham Triple Advantage Strategy LP.

How do the MSUs vest and what performance periods apply?

MSUs have four performance periods beginning August 31, 2025 and ending on various dates through August 31, 2028; up to 25% of the total award may be earned after each period and earned amounts vest quarterly.