[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Paylocity Holding Corp (PCTY) reporting person Joshua Scutt, Senior Vice President Sales, reported multiple equity transactions between August 15 and August 18, 2025. On August 15, 2025 Scutt was granted 17,357 restricted stock units (RSUs) and 6,175 performance stock units (PSUs) that will each convert to one share upon vesting under the Issuer's 2023 Equity Incentive Plan. Also on August 15, 2025 Scutt received 2,480 market stock units (MSUs) subject to performance vesting (0%–200% payout potential) with four performance periods beginning August 31, 2025. Separate transactions show dispositions of 2,452 shares at $171.64 (08/15/2025) and 439 shares at $171.96 (08/18/2025). Following the reported activity, Scutt beneficially owned 55,507 shares directly and 118 shares indirectly (owned by father-in-law with spouse holding investment power by POA).

Positive

• Grant of 17,357 RSUs and 6,175 PSUs under the 2023 Equity Incentive Plan aligns executive compensation with long-term service and performance
• 2,480 MSUs include a performance range of 0%–200%, linking payout to total shareholder return across multiple performance periods

Negative

• Disposition of 2,452 shares at $171.64 and 439 shares at $171.96 reduced direct holdings
• Indirect ownership of 118 shares by father-in-law (spouse holds investment power by POA) could complicate clear beneficial ownership reporting for some stakeholders

Insights

Compensation & Equity Analyst

TL;DR: Routine equity awards and small share dispositions reflect standard executive compensation and partial monetization, not an operational signal.

The filing documents standard time-based RSUs, performance-based PSUs and performance-contingent MSUs granted under the 2023 Equity Incentive Plan, with explicit vesting schedules: RSUs vest over four years (6.25% quarterly starting at grant), PSUs partially vested (50% on 08/15/2025) with remaining tranches on 08/15/2026 and 08/15/2027, and MSUs tied to total shareholder return over four performance periods beginning 08/31/2025. The disposals (2,452 shares at $171.64 and 439 shares at $171.96) are reported separately as sales. From a compensation perspective, these awards align executive pay with multi-year performance metrics and shareholder return; the filing contains no operational metrics or unexpected governance events.

Corporate Governance Specialist

TL;DR: Disclosure shows compliant Section 16 reporting of grants and sales with clear vesting and POA disclosure for indirect ownership.

The Form 4 discloses both direct and indirect ownership (118 shares indirectly owned by the reporting person's father-in-law with the reporting person’s spouse holding investment power by POA). Grant settlement references the 2023 Equity Incentive Plan and the MSU structure includes 0%–200% payout potential and four performance periods. The filing includes attorney-in-fact signature and dates, indicating procedural compliance. No governance concerns, litigation, or material corporate actions are disclosed in this document.

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^*

Scutt Joshua

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President Sales

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		17,357(1)	A	$0	52,223	D
Common Stock, par value $0.001	08/15/2025		A		6,175(2)	A	$0	58,398	D
Common Stock, par value $0.001	08/15/2025		F		2,452	D	$171.64	55,946	D
Common Stock, par value $0.001	08/18/2025		F		439	D	$171.96	55,507	D
Common Stock, par value $0.001								118	I	Owned by father-in-law(3)

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(4)	$0	08/15/2025		A		2,480(5)		(6)	(7)	Common Stock, par value $0.001	2,480	$0	2,480	D

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 over four years beginning on the date of grant at a rate of 6.25% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan.

2. Represents performance stock units (PSUs) awarded pursuant to the Issuer's 2023 Equity Incentive Plan for which performance criteria have been satisfied that will entitle the Reporting Person to receive one share of the Issuer's common stock per PSU upon vesting. 50% of the PSUs vest on August 15, 2025. The remaining PSUs will vest in two equal installments on August 15, 2026 and August 15, 2027, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan

3. Shares are owned by the Reporting Person's father-in-law; the Reporting Person's spouse was granted a power of attorney that provides for investment power over the shares.

4. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.

5. Reflects the grant of a target number MSUs subject to the award as presented in the table. The number of MSUs that ultimately vest may be 0%-200% of this number, depending upon the achievement by the Issuer of certain total shareholder return objectives.

6. The MSUs have four separate performance periods, which begin August 31, 2025 and end November 30, 2027, February 29, 2028, May 31, 2028 and August 31, 2028, respectively. Twenty five percent (25%) of the total award may be earned after the end of each performance period and, to the extent earned, will vest quarterly.

7. 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 Joshua Scutt	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 equity awards did PCTY reporting person Joshua Scutt receive?

Joshua Scutt received 17,357 RSUs, 6,175 PSUs (50% of PSUs vested 08/15/2025) and 2,480 MSUs (performance-contingent) per the Form 4.

How do the PSUs and MSUs vest according to the filing?

PSUs: 50% vested on 08/15/2025, remaining PSUs vest in equal installments on 08/15/2026 and 08/15/2027 subject to service. MSUs: four performance periods beginning 08/31/2025 with up to 0%–200% payout and quarterly vesting once earned.

Did Joshua Scutt sell any shares according to this Form 4?

Yes. The filing reports dispositions of 2,452 shares at $171.64 on 08/15/2025 and 439 shares at $171.96 on 08/18/2025.

What is the amount of shares beneficially owned after these transactions?

Following the reported transactions, the filing shows 55,507 shares directly owned and 118 shares indirectly owned (owned by reporting person’s father-in-law).

Under which plan will the awards be settled?

The RSUs, PSUs and MSUs will be settled pursuant to the Issuer's 2023 Equity Incentive Plan as stated in the filing.