Paylocity (PCTY) Insider Report: 1,261 RSUs Awarded to Director

Rhea-AI Filing Summary

Linda M. Breard, a director of Paylocity Holding Corp (PCTY), was granted 1,261 restricted stock units (RSUs) on 08/15/2025. Each RSU converts to one share of common stock and the grant price is recorded as $0. After the grant, Breard beneficially owns 3,526 shares. The RSUs vest 25% quarterly and will be fully vested on the first anniversary of the grant date; they will be settled under the companys 2023 Equity Incentive Plan. The Form 4 was signed on 08/19/2025 by an attorney-in-fact on behalf of the reporting person.

Positive

• Director received 1,261 RSUs that will convert one-for-one into common shares, increasing reported beneficial ownership to 3,526 shares
• RSUs vest 25% quarterly, fully vesting on the first anniversary, indicating time-based retention incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant of 1,261 RSUs, modestly increasing insider ownership to 3,526 shares; no cash paid.

The filing documents a standard equity compensation event: a grant of 1,261 restricted stock units to a board director that convert one-for-one into common shares and carry a $0 reported price. Vesting is time-based at 25% per quarter, completing in one year, suggesting retention-focused compensation rather than immediate liquidity or performance-linked pay. The post-grant beneficial ownership is 3,526 shares, a factual change in insider holdings but not presented as a sale or purchase for cash. This disclosure is routine and does not by itself indicate material change to company capital structure or control.

Corporate Governance Expert

TL;DR: Typical equity-based director compensation consistent with the 2023 Equity Incentive Plan; disclosure complies with Section 16 reporting.

The Form 4 reports a time-vesting RSU award governed by the issuers 2023 Equity Incentive Plan, vesting 25% quarterly over one year. The use of RSUs for a director aligns with standard governance practice to tie board incentives to shareholder value. The filing identifies the reporting person as a director and shows the transaction date and subsequent beneficial ownership, meeting required disclosure elements. No derivative transactions or exercises 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

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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^*

Breard Linda M.

(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	3,526	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 Linda M. Breard	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 transaction did Linda M. Breard report on the PCTY Form 4?

She was granted 1,261 restricted stock units (RSUs) on 08/15/2025, each converting to one share of common stock.

How many shares does Linda Breard beneficially own after the reported transaction?

3,526 shares beneficially owned following the RSU grant.

What are the vesting terms of the RSUs reported on the Form 4?

Vesting occurs 25% quarterly, with the RSUs fully vesting on the first anniversary of the grant date.

Was any cash paid for the RSU grant reported on the Form 4?

No cash price is reported; the Form 4 shows a price of $0 for the RSU grant.

Who signed the Form 4 and when was it signed?

The form was signed by Kris Kang, attorney-in-fact for Linda M. Breard, on 08/19/2025.