[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Andrew Cappotelli, Senior Vice President Operations of Paylocity Holding Corp (PCTY), reported equity transactions in a Form 4 filed for transactions dated August 15 and August 18, 2025. The report shows grants of 10,874 restricted stock units (RSUs) and 3,219 performance stock units (PSUs) that will each convert to one share on vesting under the Issuer's 2023 Equity Incentive Plan. The RSUs vest over four years with 6.25% vesting every three months. Fifty percent of the PSUs vested on August 15, 2025; the remainder vest in equal installments on August 15, 2026 and August 15, 2027, subject to continued service. The filing also reports a grant of 1,554 market stock units (MSUs) awarded at target on August 15, 2025 with payout tied 0%-200% to total shareholder return objectives and four separate performance periods starting August 31, 2025. The Form shows dispositions of 1,010 shares at $171.64 and 208 shares at $171.96, leaving Cappotelli with 24,828 shares beneficially owned after the transactions.

Positive

• Significant retention incentives granted: 10,874 RSUs vesting over four years to support continuity
• Performance alignment: 3,219 PSUs (50% vested) plus 1,554 MSUs with 0%-200% payout tied to total shareholder return

Negative

• None.

Insights

Compensation Analyst

TL;DR: Executive received mixed compensation: time-based RSUs, performance PSUs, and TR-indexed MSUs to align pay with shareholder returns.

The awards combine time-based RSUs and performance-based PSUs/MSUs, which is consistent with contemporary executive pay design to balance retention and performance alignment. The RSUs vest quarterly over four years, supporting retention. PSUs with staged vesting (50% vested immediately, remainder over two years) imply partial immediate recognition of performance metrics already met. MSUs are indexed to total shareholder return with a 0%-200% payout range and multiple performance periods, tying potential upside to stock performance. These structures reduce guaranteed pay and place upside contingent on company performance.

Securities Analyst

TL;DR: Insider reported equity grants and small share dispositions; transactions are routine compensation-related disclosures under Section 16.

The Form 4 discloses grant-based compensation (RSUs, PSUs, MSUs) and recorded dispositions at market prices on August 15 and 18, 2025. The reported share counts and prices are explicit: dispositions of 1,010 shares at $171.64 and 208 shares at $171.96. Beneficial ownership after these trades is reported as 24,828 shares. The MSU award contains multiple performance windows beginning August 31, 2025, and may vest 0%-200% based on total shareholder return, which could affect future share issuance if payouts occur. Overall, the filing is a routine disclosure of equity awards and related transactions.

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^*

Cappotelli Andrew

(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)
	Sr Vice President Operations

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		10,874(1)	A	$0	22,827	D
Common Stock, par value $0.001	08/15/2025		A		3,219(2)	A	$0	26,046	D
Common Stock, par value $0.001	08/15/2025		F		1,010	D	$171.64	25,036	D
Common Stock, par value $0.001	08/18/2025		F		208	D	$171.96	24,828	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(3)	$0	08/15/2025		A		1,554(4)		(5)	(6)	Common Stock, par value $0.001	1,554	$0	1,554	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 Andrew Cappotelli	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 PCTY insider Andrew Cappotelli receive on August 15, 2025?

He was granted 10,874 RSUs, 3,219 PSUs (50% vested on August 15, 2025) and 1,554 MSUs subject to performance-based payout.

How do the RSUs and PSUs vest for Andrew Cappotelli?

The RSUs vest over four years with 6.25% vesting every three months. PSUs: 50% vested August 15, 2025; remaining PSUs vest in two equal installments on August 15, 2026 and August 15, 2027, subject to continued service.

What are the terms of the MSUs awarded to the reporting person?

The 1,554 MSUs are market stock units payable as common shares, with potential payout of 0%-200% based on total shareholder return across four performance periods beginning August 31, 2025.

Did the filing report any share sales or dispositions by Cappotelli?

Yes. The Form reports dispositions of 1,010 shares at $171.64 and 208 shares at $171.96 on August 15 and August 18, 2025, respectively.

How many shares does Andrew Cappotelli beneficially own after these transactions?

The filing reports 24,828 shares beneficially owned following the reported transactions.