[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Toby J. Williams, President, CEO and director of Paylocity Holding Corp. (PCTY), reported transactions dated 09/08/2025. Market Stock Units granted on August 15, 2022 vested and settled, resulting in the issuance of 10,528 shares of common stock to Mr. Williams at no cash cost. Separately, Mr. Williams disposed of 5,086 shares at a reported price of $174.40 per share. After these transactions, Mr. Williams beneficially owned 226,194 shares. The filing explains the MSUs paid out based on three-year total shareholder return performance versus a peer group for the period ending August 31, 2025, and that the Compensation Committee determined the performance outcome.

Positive

• Performance-based awards vested, indicating achievement of some TSR objectives for the three-year period ending August 31, 2025
• Issuance of 10,528 shares upon MSU settlement aligns executive pay with performance
• Filing discloses precise transaction details (dates, share counts, sale price), supporting transparency

Negative

• Insider sale of 5,086 shares at $174.40 reduced direct beneficial ownership to 226,194 shares, which some investors may view as partial insider liquidity

Insights

Corporate Governance Expert

TL;DR: Insider received performance-based equity and sold a smaller block; transactions reflect compensation vesting, not necessarily a governance concern.

The Form 4 shows settlement of performance-based Market Stock Units and a contemporaneous sale of a portion of shares. The MSU settlement indicates the company achieved some level of relative total shareholder return versus peers for the three-year period ending August 31, 2025, leading to issuance of 10,528 shares at $0 cost to the reporting person. The subsequent sale of 5,086 shares at $174.40 reduced beneficial ownership to 226,194 shares. These items are routine for executive compensation administration and Section 16 reporting; no explicit related-party or governance irregularities are disclosed in the filing.

Compensation Analyst

TL;DR: Performance awards vested and converted to shares; payout mechanics and sale price are disclosed, reflecting realized equity compensation.

The disclosed Market Stock Units were granted August 15, 2022, and paid out based on achievement of TSR objectives over a three-year performance period ending August 31, 2025. The filing quantifies the payout as 10,528 shares delivered and lists 30,079 Market Stock Units subject to payout mechanics (0%–200% multiplier). The record shows the compensation committee determined vesting levels and that MSUs do not expire. The sale of 5,086 shares at $174.40 is a separate disposition reducing direct holdings; the filing provides the exact price and shares transacted.

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^*

Williams Toby J.

(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)
	President and CEO

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	231,280	D
Common Stock, par value $0.001	09/08/2025		F		5,086	D	$174.4	226,194	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			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 Toby J. Williams	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 Toby J. Williams report on Form 4 for PCTY?

The filing reports MSU settlement resulting in 10,528 shares issued and a sale of 5,086 shares at $174.40 per share, both dated 09/08/2025.

How many shares does Toby J. Williams beneficially own after the reported transactions?

Following the transactions, the filing states Mr. Williams beneficially owned 226,194 shares.

What are Market Stock Units (MSUs) referenced in the PCTY Form 4?

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

What payout range applies to the MSUs in this filing?

Each Market Stock Unit pays out between 0% and 200% of the unit depending on relative TSR performance, as disclosed in the Form 4.

Who signed the Form 4 filing for Toby J. Williams and when?

The filing was signed by Kris Kang, attorney-in-fact on behalf of Toby J. Williams on 09/10/2025.