Paylocity insider: 10,528 MSU shares settled; 4,664 sold at $174.40
Rhea-AI Filing Summary
Steven R. Beauchamp, Executive Chairman and Director of Paylocity Holding Corp (PCTY), reported transactions on 09/08/2025. The filing shows 10,528 shares were acquired upon settlement of Market Stock Units that vested based on a three‑year total shareholder return performance period ending 08/31/2025. The report also discloses an open‑market sale of 4,664 shares at $174.40 each the same day. Following these transactions, Mr. Beauchamp beneficially owned 1,540,824 shares directly and held additional indirect interests including 235,000 shares via the IRIE Family Trust, 100,000 shares via a 2025 GRAT, and 69,138 shares via Gotham Triple Advantage Strategy LP.
Positive
- Settlement of Market Stock Units indicates performance targets for the three‑year TSR period were assessed and resulted in a payout.
- Net increase of shares for the reporting person (10,528 acquired vs 4,664 sold) adds to direct ownership.
Negative
- Open‑market sale of 4,664 shares at $174.40 was reported the same day as the MSU settlement, representing insider share disposition.
- Significant holdings are held indirectly (IRIE Family Trust, 2025 GRAT, Gotham LP), which can complicate direct control visibility.
Insights
TL;DR: Routine executive compensation vesting with modest insider sale; consistent with performance‑based awards settling after a multi‑year TSR goal.
The Form 4 documents the settlement of Market Stock Units granted in 2022 that vested after achievement of specified total shareholder return objectives over a three‑year period ending 08/31/2025. Such settlements are common for long‑term incentive plans and indicate the Compensation Committee certified performance outcomes. The contemporaneous open‑market sale of 4,664 shares at $174.40 could reflect routine diversification or tax withholding related to vesting, though the filing does not state the purpose. Overall, disclosures are standard and clearly itemize direct and indirect holdings.
TL;DR: Small net increase in share count from vested MSUs; insider still holds material equity positions including several indirect vehicles.
The reporting shows an acquisition of 10,528 shares from vested Market Stock Units and a sale of 4,664 shares the same day, producing a net increase of 5,864 shares for the reporting person. The filing specifies the MSU payout range (0%–200%) and that the units vested following committee determination of relative TSR versus peers. Post‑transaction beneficial ownership totals are disclosed across direct and indirect vehicles, which remains sizable and may align the executive with shareholder interests. No derivative holdings or expirations are reported beyond the settled MSUs.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Market Stock Units | 30,079 | $0.00 | -- |
| Exercise | Common Stock, par value $0.001 | 10,528 | $0.00 | -- |
| Sale | Common Stock, par value $0.001 | 4,664 | $174.40 | $813K |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
Footnotes (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. 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. The Market Stock Units vested upon determination by the Compensation Committee of the level of achievement of the performance criteria. Market Stock Units do not expire; they either vest or are canceled prior to or upon the vesting date.
