[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Nicholas Rost, VP, CAO & Treasurer of Paylocity Holding Corp (PCTY), reported changes in his beneficial ownership in mid-August 2025. On 08/15/2025 he was granted 4,110 restricted stock units (RSUs) that convert to one share each and vest over four years (6.25% every three months) under the Issuer's 2023 Equity Incentive Plan, increasing his reported beneficial ownership to 10,155 shares. The filing also shows dispositions: 200 shares sold at $171.64 (08/15/2025) and 69 shares sold at $171.96 (08/18/2025), leaving 9,886 shares after the final reported transaction. The form is signed by an attorney-in-fact.

Positive

• 4,110 RSUs granted, which will convert to one share each and vest over four years, aligning executive compensation with shareholder interests
• Complete Section 16 disclosure with transaction dates, quantities and prices, supporting regulatory transparency

Negative

• Dispositions of 269 shares (200 at $171.64 and 69 at $171.96) reduced reported holdings to 9,886 shares
• No explanation provided in the filing for the share dispositions or intended use of proceeds

Insights

Financial Analyst

TL;DR: Insider received a multi-year RSU grant while executing small share dispositions at ~ $171.6–$172.0.

The 4,110 RSU grant is a non-cash equity award that will convert to shares over four years, aligning executive compensation with shareholder outcomes over time. The reported sales of 200 and 69 shares at prices of $171.64 and $171.96 are modest in size relative to total holdings reported here and follow the grant; the filing does not state reasons for the dispositions. This disclosure is routine for Section 16 officers and provides transparency on insider ownership trends.

Corporate Governance Expert

TL;DR: Grant structure and vesting cadence are standard; sales are disclosed as required without additional context.

The RSU award vests quarterly at 6.25% over four years, which is a common retention mechanism. The filing documents both acquisition (RSUs) and disposals with exact prices and dates, meeting Section 16 reporting requirements. No amendment or unusual vesting accelerations are noted. Impact on governance is routine: equity-based incentives and transparent reporting support alignment and compliance.

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^*

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)
08/15/2025

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		4,110(1)	A	$0	10,155	D
Common Stock, par value $0.001	08/15/2025		F		200	D	$171.64	9,955	D
Common Stock, par value $0.001	08/18/2025		F		69	D	$171.96	9,886	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 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.

Remarks:

	/s/ Kris Kang, attorney-in-fact to Nicholas Rost	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 Paylocity (PCTY) insider Nicholas Rost receive on 08/15/2025?

He was granted 4,110 RSUs that will convert into one share each and vest over four years at 6.25% every three months under the 2023 Equity Incentive Plan.

How many shares does Nicholas Rost beneficially own after the reported transactions?

9,886 shares are reported as beneficially owned following the 08/18/2025 transaction listed in the form.

What dispositions did the Form 4 report for PCTY insider Nicholas Rost?

He disposed of 200 shares at $171.64 on 08/15/2025 and 69 shares at $171.96 on 08/18/2025 as shown in the filing.

What is the vesting schedule for the RSUs granted to Nicholas Rost?

The RSUs vest over four years, with 6.25% vesting every three months beginning on the grant date.

Who signed the Form 4 for Nicholas Rost?

The form was signed by Kris Kang, attorney-in-fact to Nicholas Rost on 08/19/2025.