[Form 4] Paylocity Holding Corporation Insider Trading Activity

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

Corporate Governance Expert

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.

Securities Analyst

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.

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^*

Beauchamp Steven R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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		10,528(1)	A	$0	1,540,824	D
Common Stock, par value $0.001	09/08/2025		S		4,664	D	$174.4	1,536,160	D
Common Stock, par value $0.001								235,000	I	by IRIE Family Trust
Common Stock, par value $0.001								100,000	I	by Steven Beauchamp 2025 GRAT
Common Stock, par value $0.001								69,138	I	by Gotham Triple Advantage Strategy LP

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			30,079(2)	(3)	(4)	Common Stock, par value $0.001	30,079	$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 Steven R. Beauchamp	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).
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 transactions did Steven R. Beauchamp report on Form 4 for PCTY?

The filing reports acquisition of 10,528 shares upon settlement of Market Stock Units and an open‑market sale of 4,664 shares at $174.40 on 09/08/2025.

Why were Market Stock Units settled for Mr. Beauchamp?

The Market Stock Units granted on 08/15/2022 vested based on the issuer's relative total shareholder return over a three‑year period ending 08/31/2025, as certified by the Compensation Committee.

How many Paylocity (PCTY) shares does Mr. Beauchamp beneficially own after the reported transactions?

The Form 4 shows 1,540,824 shares directly following the transactions, plus indirect holdings of 235,000 (IRIE Family Trust), 100,000 (2025 GRAT), and 69,138 (Gotham Triple Advantage Strategy LP).

Did the filing disclose any derivative securities held by Mr. Beauchamp?

No outstanding derivative securities are reported; the Market Stock Units settled into common stock and the filing notes MSUs do not expire but either vest or are canceled.

When did the reported transactions occur?

The transactions have a transaction date of 09/08/2025, and the Form 4 was signed on 09/10/2025.