Paylocity insider Kenneth Robinson awarded 1,261 RSUs vesting quarterly

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) insider Kenneth B. Robinson received a grant of 1,261 restricted stock units (RSUs) that convert one-for-one into common shares and carry no cash purchase price. The RSUs were granted with an effective transaction date of 08/15/2025 and will vest 25% quarterly, fully vesting on the first anniversary of the grant. After the grant, Mr. Robinson beneficially owns 5,338 shares of common stock. The award is subject to the Issuer's 2023 Equity Incentive Plan and was reported on Form 4 filed with a signature dated 08/19/2025.

Positive

• Director alignment: Awarded 1,261 RSUs that convert one-for-one to common stock, aligning the reporting person with shareholder interests
• Retention-focused vesting: RSUs vest 25% quarterly and fully on the one-year anniversary, providing a clear retention schedule
• Increased ownership disclosed: Beneficial ownership rises to 5,338 shares following the grant

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director grant of RSUs aligns executive interests with shareholders without immediate dilution or cash outlay.

The Form 4 discloses a time-based equity grant of 1,261 RSUs to a director, vesting 25% quarterly and fully vesting after one year. This structure provides near-term retention incentives while tying value to future share price. The award is settled under the company's 2023 Equity Incentive Plan and increases the reporting person's beneficial ownership to 5,338 shares. The disclosure is routine and does not indicate any sale or exercise activity.

Compensation Analyst

TL;DR: The RSU grant is a common director compensation vehicle designed for retention and alignment, with accelerated quarterly vesting over one year.

The grant of 1,261 RSUs at $0 cash price will settle one share per unit and vests 25% quarterly to fully vest one year after grant date. Quarterly vesting over a single-year horizon suggests a short-term retention focus. The filing shows an increase in beneficial ownership to 5,338 shares, consistent with typical equity-based compensation disclosures. No derivative transactions or cash purchases 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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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^*

Kenneth Bernard Robinson

(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
	Officer (give title below)		Other (specify below)

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		1,261(1)	A	$0	5,338	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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. 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 Kenneth B. Robinson	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 insider Kenneth B. Robinson receive on 08/15/2025?

He received a grant of 1,261 restricted stock units (RSUs) that entitle him to one share of common stock per RSU.

How and when do the RSUs to Kenneth B. Robinson vest?

The RSUs vest 25% quarterly, so they will be fully vested on the first anniversary of the grant date.

What is Kenneth B. Robinson's total beneficial ownership after the grant?

Following the reported transaction, he beneficially owns 5,338 shares of Paylocity common stock.

Was there any cash price paid for the RSUs in this filing?

No; the transaction lists a price of $0, indicating the RSUs were granted rather than purchased.

Under which plan will the RSU grant be settled?

The grant will be settled pursuant to the Issuer's 2023 Equity Incentive Plan.