[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Paylocity insider award: Director Virginia G. Breen received a grant of 1,261 restricted stock units (RSUs) that convert one-for-one into common shares. The RSUs vest 25% quarterly, fully vesting on the first anniversary, and will be settled under the issuer's 2023 Equity Incentive Plan. After the grant, the reporting person beneficially owns 10,294 shares of common stock. The grant was reported on a Form 4 and signed by an attorney-in-fact.

Positive

• Alignment with shareholders: Director awarded RSUs that convert to common stock, aligning interests with shareholders
• Clear vesting schedule: RSUs vest 25% quarterly, fully vesting at one year which ties pay to continued service
• Settled under existing plan: Grant will be settled pursuant to the issuer's 2023 Equity Incentive Plan

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a standard, time-based RSU award increasing insider alignment with shareholders.

The RSU grant of 1,261 units is a routine compensation mechanism to retain and align directors with shareholder interests. The 25% quarterly vesting that completes at one year is an accelerated schedule compared with multi-year cliffs but still conditions full ownership on continued service. The post-grant beneficial ownership of 10,294 shares modestly increases insider stake but is unlikely to materially affect capitalization or market dynamics for the company.

Corporate Governance Expert

TL;DR: Governance signal is neutral-positive: equity-based pay for a director with time-based vesting.

The award follows common governance practice of equity compensation for directors under the company's equity incentive plan. Time-based vesting ties retention to performance period; settlement pursuant to the 2023 plan is standard. There is no indication of change-in-control vesting or unusual accelerants disclosed. This is a routine disclosure with limited governance risk implications.

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
Estimated average burden
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^*

Breen Virginia G

(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	10,294	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 Virginia G. Breen	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 director Virginia G. Breen receive?

She received 1,261 restricted stock units (RSUs) that will convert to one share each of common stock upon settlement.

How do the RSUs vest for Virginia G. Breen?

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

How many shares does Virginia G. Breen beneficially own after the grant?

Following the reported transaction, she beneficially owns 10,294 shares of Paylocity common stock.

Under what plan will the RSUs be settled?

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

Does the Form 4 indicate any unusual acceleration or special terms?

No. The filing states a time-based vesting schedule and settlement under the 2023 plan; no special acceleration terms are disclosed.