[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) director Andres Reiner received a grant of 1,261 restricted stock units (RSUs) that convert one-for-one into common shares. The RSUs were reported as an acquisition at a $0 price and will vest 25% quarterly, fully vesting on the first anniversary of the grant under the Issuer's 2023 Equity Incentive Plan. Following the grant, the Reporting Person beneficially owns 28,386 shares of common stock. The disclosure identifies the transaction date as 08/15/2025 and indicates the Form 4 was filed to report this change in beneficial ownership.

Positive

• 1,261 RSUs granted to Director Andres Reiner, converting one-for-one into common shares
• Vest schedule disclosed: 25% quarterly with full vesting on the first anniversary, providing clear timing
• Post-transaction ownership: Reporting Person beneficially owns 28,386 shares, increasing transparency of insider holdings
• Settlement under 2023 Equity Incentive Plan indicates grant follows the company’s established compensation framework

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director RSU grant increases insider alignment with shareholders without immediate cash outlay or sell signal.

The 1,261 RSU award is a non-cash compensation vehicle that vests fully within a year, aligning the director with shareholder outcomes over the near term. The reported acquisition price of $0 reflects a standard RSU grant rather than an open-market purchase. The change raises the director's beneficial stake to 28,386 shares, a quantifiable ownership update useful for tracking insider holdings but unlikely to materially move valuation on its own.

Corporate Governance Expert

TL;DR: Governance practice consistent with equity-based director compensation and a one-year cliff/quarterly vest schedule.

The award structure—25% vesting quarterly and full vesting at one year—is explicitly stated and aligns with typical short-term retention incentives. Settlement under the 2023 Equity Incentive Plan and the reporting on Form 4 are proper disclosures. This is a routine governance action reflecting compensation policy rather than an extraordinary governance event.

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^*

Reiner Andres

(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	28,386	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 to Andres Reiner	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 Andres Reiner acquire according to the PCTY Form 4?

The Form 4 reports a grant of 1,261 restricted stock units (RSUs) that will convert to one share per RSU.

How and when do the RSUs awarded to Andres Reiner vest?

The RSUs vest 25% quarterly, such that the award will be fully vested on the first anniversary of the grant.

What was the reported price for the RSU grant on the Form 4 for PCTY?

The transaction was reported at a $0 price, reflecting a standard restricted stock unit grant rather than an open-market purchase.

How many PCTY shares does Andres Reiner beneficially own after this transaction?

Following the reported transaction, the Form 4 shows the Reporting Person beneficially owns 28,386 shares.

Under what plan will the RSU grant to Andres Reiner be settled?

The grant will be settled pursuant to the Issuer's 2023 Equity Incentive Plan as stated in the Form 4.