[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Robin Pederson, a director of Paylocity Holding Corp (PCTY), was granted 1,261 restricted stock units (RSUs) on 08/15/2025. The RSUs are scheduled to vest 25% quarterly and will be fully vested on the first anniversary of the grant, and each RSU converts to one share of common stock. The grant is settled under the issuer's 2023 Equity Incentive Plan. After the grant Ms. Pederson beneficially owns 6,992 shares on a direct basis. The Form 4 was executed by an attorney-in-fact and submitted 08/19/2025.

Positive

• Director awarded 1,261 RSUs, increasing equity stake and aligning interests with shareholders
• Post-grant direct beneficial ownership of 6,992 shares provides transparent disclosure of insider holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant increases alignment with shareholders without immediate dilution from cash outlay.

The 1,261 RSU award to a director is a standard compensation mechanism that vests over one year (25% quarterly), converting into common shares on settlement. The grant price is reported as $0 because RSUs represent future issuance rather than a cash purchase. The director's direct beneficial ownership rises to 6,992 shares, a disclosed figure investors can use to track insider alignment. This filing contains no cash transactions, sales, or unusual provisions; it appears to be a routine equity compensation event under the 2023 Equity Incentive Plan.

Corporate Governance Expert

TL;DR: Standard governance practice: equity-based director compensation with time-based vesting to promote retention.

The RSU grant vests 25% quarterly and fully on the one-year anniversary, indicating short-term retention incentives. Settlement under the 2023 Equity Incentive Plan is explicitly stated, and the filing shows direct beneficial ownership post-grant. The document is a typical Form 4 disclosure; there is no indication of accelerated vesting, related-party conflict, or atypical transfer mechanisms disclosed in this form.

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^*

Pederson Robin Le

(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	6,992	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 for Robin Pederson	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 Robin Pederson report on Form 4 for PCTY?

The filing reports a grant of 1,261 RSUs on 08/15/2025 and shows 6,992 shares beneficially owned following the grant.

When do the RSUs granted to the director vest?

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

Under which plan will the RSU grant be settled?

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

Was there any cash paid for the RSUs?

No cash transaction is reported; the RSUs are listed with a $0 price, reflecting a grant rather than a purchase.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Kris Kang, attorney in fact for Robin Pederson and dated 08/19/2025.