[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Ronald V. Waters, a director of Paylocity Holding Corp (PCTY), was granted 1,261 restricted stock units (RSUs) on 08/15/2025. Each RSU entitles him to one share of common stock and the award will vest 25% quarterly, fully vesting on the first anniversary of the grant. The RSUs will be settled under the issuer's 2023 Equity Incentive Plan. After the grant, the reporting person beneficially owns 9,433 shares. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• 1,261 RSUs granted on 08/15/2025 that will convert to one share each under the 2023 Equity Incentive Plan
• Vesting schedule disclosed: 25% quarterly with full vesting on the first anniversary, providing clear timing of share delivery

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity award aligning board member compensation with shareholder outcomes.

The reported grant of 1,261 RSUs to a director is a standard governance practice to align the director's interests with shareholders through equity ownership. The award vests 25% quarterly and fully vests after one year, indicating a short-term retention and alignment mechanism rather than a long-term multi-year retention schedule. The settlement under the 2023 Equity Incentive Plan is typical for company-administered equity awards.

Compensation Analyst

TL;DR: A modest, time-based RSU grant with predictable vesting; not likely material to valuation.

The grant size (1,261 RSUs) and one-year full vesting schedule suggest a routine compensation event for a director. Because the award vests quarterly and is settled one-for-one into common shares, dilution and cash flow impacts are straightforward to model. Absent additional context on total outstanding shares or other compensation, this appears to be a non-material, routine equity grant.

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^*

WATERS RONALD V

(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	9,433	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 Ronald V. Waters	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 Ronald V. Waters report for PCTY?

The Form 4 reports a grant of 1,261 RSUs on 08/15/2025 that will convert to one share of common stock per RSU.

When do the RSUs granted to the director vest?

The RSUs vest 25% quarterly, so the award is fully vested on the first anniversary of the grant date.

How many shares does Ronald V. Waters beneficially own after the grant?

Following the reported transaction, the reporting person beneficially owns 9,433 shares.

Under what plan will the RSU grant be settled?

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

Who signed the Form 4 filing?

The Form 4 was signed by Kris Kang, attorney-in-fact for Ronald V. Waters on 08/19/2025.