[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) Chief Financial Officer Glenn Ryan reported the settlement of performance-based Market Stock Units and a related disposition on 09/08/2025. A grant of 5,083 Market Stock Units vested based on three-year total shareholder return performance, resulting in the issuance of 1,780 shares of common stock to Mr. Ryan at $0 cost upon settlement. Separately, the filing records a disposition of 789 shares at $174.40 each. Following these transactions Mr. Ryan beneficially owned 81,401 shares of common stock. The filing indicates the MSUs were originally granted on August 15, 2022, and vested after Compensation Committee determination of performance.

Positive

• Performance-based equity vested: 5,083 Market Stock Units converted following a three-year TSR performance period, indicating achievement of plan metrics.
• Alignment with shareholders: Vesting tied to relative total shareholder return aligns executive compensation with shareholder outcomes.

Negative

• Insider sale reported: Disposition of 789 shares at $174.40 reduced the reporting person's holdings to 81,401 shares.

Insights

Securities Analyst

TL;DR: Insider received performance-settled equity and sold a small portion; transaction appears to be routine compensation settlement.

The 5,083 Market Stock Units vested after a three-year TSR performance period and converted into 1,780 shares issued to the CFO, reflecting achievement of the performance metrics tied to the 2022 award. The subsequent reported disposition of 789 shares at $174.40 reduces direct holdings to 81,401 shares. These are standard Section 16 reporting items: a performance award vesting and a sale by an officer. The filing does not disclose any other material corporate developments or changes to beneficial ownership beyond these routine transactions.

Compensation & Governance Specialist

TL;DR: Performance-based equity vested and was settled; Compensation Committee certified results and MSUs do not expire.

The disclosure confirms the company used relative TSR-based Market Stock Units granted in August 2022 with a three-year performance period ending August 31, 2025. The Compensation Committee determined the level of achievement and authorized settlement, which is governance-aligned practice for long-term incentives. The MSUs' payout range (0%–200%) is noted, and the units either vest or cancel, consistent with standard performance equity design. No additional governance actions or amendments are reported.

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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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^*

Glenn Ryan

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		M		1,780(1)	A	$0	82,190	D
Common Stock, par value $0.001	09/08/2025		F		789	D	$174.4	81,401	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	$0	09/08/2025		M			5,083(2)	(3)	(4)	Common Stock, par value $0.001	5,083	$0	0	D

Explanation of Responses:

1. Represents shares of Issuer Common Stock issued upon the settlement of Market Stock Units granted on August 15, 2022, based on the achievement by the Issuer of certain total shareholder return objectives over the three-year performance period ending August 31, 2025.

2. Each Market Stock Unit entitles the Reporting Person to a payout of shares of Issuer Common Stock equal to between 0% and 200% of such Market Stock Unit depending on the relative performance of the total shareholder return of Issuer Common Stock compared with that of a peer group over a three-year performance period ending August 31, 2025.

3. The Market Stock Units vested upon determination by the Compensation Committee of the level of achievement of the performance criteria.

4. 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 Ryan Glenn	09/10/2025
	** 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).
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FAQ

What transactions did PCTY insider Glenn Ryan report on Form 4?

The filing reports the vesting/settlement of 5,083 Market Stock Units into 1,780 shares and a disposition of 789 shares sold at $174.40 on 09/08/2025.

How many PCTY shares does Glenn Ryan beneficially own after the transactions?

After the reported transactions, Mr. Ryan beneficially owned 81,401 shares of Paylocity common stock.

What were the Market Stock Units awarded in 2022 tied to?

The MSUs granted on August 15, 2022 paid out based on relative total shareholder return versus a peer group over a three-year performance period ending August 31, 2025.

What payout range applied to the Market Stock Units?

Each Market Stock Unit entitled the holder to a payout equal to 0% to 200% of the unit depending on relative TSR performance.

Who certified the MSU vesting outcome?

The filing states the Compensation Committee determined the level of achievement and the Market Stock Units vested upon that determination.