[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) insider grant: Melissa Ann King, SVP Product and Technology, was granted 13,425 restricted stock units (RSUs) and a target of 1,918 market stock units (MSUs) on 08/15/2025. The RSUs will settle one share per RSU and vest over four years beginning on the grant date at a rate of 6.25% every three months. The MSUs are performance-based and may pay out between 0% and 200% of the target depending on total shareholder return goals, with four performance periods beginning August 31, 2025. Following the RSU grant reported, the filing shows 30,705 shares beneficially owned by the reporting person. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Combination of time-based RSUs and performance-based MSUs aligns executive incentives with long-term shareholder returns
• Clear vesting schedule disclosed: RSUs vest over four years at 6.25% every three months, providing retention mechanics
• MSUs include upside to 200% for strong total shareholder return performance, rewarding outperformance

Negative

• MSU payout can be 0%, so the award may deliver no shares if performance targets are unmet
• Future settlement of RSUs and MSUs will result in share issuance, which could dilute existing shareholders depending on company actions

Insights

Compensation Analyst

TL;DR: Grants combine time-based RSUs and performance MSUs to align executive pay with multi-year shareholder returns.

The award mixes standard four-year time-based RSUs, which vest quarterly at 6.25% per quarter, with performance-based MSUs that vest 0%-200% based on total shareholder return relative objectives. This structure ties substantial upside to sustained stock performance while preserving typical multi-year retention mechanics. The MSU payout range introduces significant variability in realized compensation, making actual dilution and expense contingent on future performance outcomes spelled out in the issuer's plan.

Corporate Governance Expert

TL;DR: The filing documents a routine executive equity grant with performance conditions and multi-year vesting, disclosed via Form 4.

The Form 4 transparently reports the grant amounts, vesting cadence, and the performance measurement window for MSUs beginning August 31, 2025. Key governance points are present: settlement of RSUs is one-for-one in common stock, MSUs are capped at 200% and include four discrete performance periods, and MSUs do not expire. The filing also provides the updated beneficial ownership figure of 30,705 shares, allowing shareholders to track insider positions without extrapolating beyond the disclosed facts.

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
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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^*

King Melissa Ann

(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)
	SVP Product and Technology

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		13,425(1)	A	$0	30,705	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
Market Stock Units(2)	$0	08/15/2025		A		1,918(3)		(4)	(5)	Common Stock, par value $0.001	1,918	$0	1,918	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. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.

3. 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.

4. 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.

5. 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 Melissa Ann King	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 equity awards did Paylocity insider Melissa Ann King receive on 08/15/2025 (PCTY)?

She was granted 13,425 RSUs and a target of 1,918 MSUs on 08/15/2025, as reported on Form 4.

How do the RSUs awarded to Melissa King vest?

The RSUs vest over four years beginning on the grant date at a rate of 6.25% every three months, with one share delivered per vested RSU.

What are the payout conditions for the MSUs granted to Melissa King?

Each MSU represents the right to one share subject to performance; payout may be between 0% and 200% of target depending on total shareholder return objectives across four performance periods beginning 08/31/2025.

How many shares does Melissa King beneficially own after the reported transaction?

The Form 4 reports 30,705 shares beneficially owned following the reported RSU transaction.

Do the MSUs expire?

No. The filing states that market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.

When was the Form 4 signed and by whom?

The Form 4 bears a signature executed by Kris Kang, attorney-in-fact on behalf of Melissa Ann King dated 08/19/2025.