[Form 4] Paylocity Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Joshua Scutt, Senior Vice President Sales of Paylocity Holding Corp (PCTY), reported transactions dated 09/08/2025. He received 1,655 shares upon settlement of Market Stock Units (MSUs) granted August 15, 2022, reflecting achievement of three-year total shareholder return performance objectives through August 31, 2025. He also reported a sale of 737 shares at $174.40 per share. Following these transactions, he beneficially owns 52,824 shares directly, plus 118 shares indirectly held by his father-in-law. The filing shows 4,728 MSUs vested and settled into common stock; MSUs pay out between 0% and 200% based on relative TSR, vested per Compensation Committee determination, and do not expire.

Insights

Financial Analyst

TL;DR: Routine executive compensation settlement with a small open-market sale; broadly neutral for valuation.

The Form 4 discloses a performance-based equity payout tied to a three-year total shareholder return metric, resulting in settlement of MSUs and issuance of shares to the reporting person. The realized sale of 737 shares at $174.40 appears to be a secondary-market disposition and is modest relative to the total post-transaction holdings of 52,824 shares. This type of filing typically reflects compensation realization rather than strategic insider repositioning and is unlikely to be material to company valuation on its own.

Corporate Governance Expert

TL;DR: Compensation committee-approved vesting confirmed; disclosure aligns with Section 16 reporting requirements.

The disclosure documents settlement of performance-based MSUs granted in 2022 and confirms the Compensation Committees determination of achievement levels. The filing also notes the MSU payout range (0% to 200%) and that MSUs do not expire. The separate sale of a small block of shares is properly reported. From a governance perspective, the filing demonstrates standard plan administration and timely insider reporting.

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^*

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)
09/08/2025

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	09/08/2025		M		1,655(1)	A	$0	53,561	D
Common Stock, par value $0.001	09/08/2025		F		737	D	$174.4	52,824	D
Common Stock, par value $0.001								118	I	Owned by father-in-law

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	$0	09/08/2025		M			4,728(2)	(3)	(4)	Common Stock, par value $0.001	4,728	$0	0	D

Explanation of Responses:

1. Represents shares of Issuer Common Stock issued upon the settlement of Market Stock Units granted on August 15, 2022, based on the achievement by the Issuer of certain total shareholder return objectives over the three-year performance period ending August 31, 2025.

2. Each Market Stock Unit entitles the Reporting Person to a payout of shares of Issuer Common Stock equal to between 0% and 200% of such Market Stock Unit depending on the relative performance of the total shareholder return of Issuer Common Stock compared with that of a peer group over a three-year performance period ending August 31, 2025.

3. The Market Stock Units vested upon determination by the Compensation Committee of the level of achievement of the performance criteria.

4. 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	09/10/2025
	** 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

Who filed the Form 4 for PCTY and what is their role?

The Form 4 was filed for Joshua Scutt, who is reported as Senior Vice President Sales of Paylocity Holding Corp.

What transactions did Joshua Scutt report on 09/08/2025?

He reported receipt of 1,655 shares via settlement of MSUs and a sale of 737 shares at $174.40 per share on 09/08/2025.

What are Market Stock Units (MSUs) and how were they settled here?

The MSUs were granted on August 15, 2022, vested based on three-year total shareholder return through August 31, 2025, pay out between 0% and 200%, and were settled into shares upon committee determination.

How many shares does Scutt beneficially own after these transactions?

After the reported transactions he beneficially owns 52,824 shares directly, plus 118 shares indirectly held by his father-in-law, for total reported beneficial connections shown in the filing.

Does the filing indicate any expiration or cancellation terms for MSUs?

The filing states that Market Stock Units do not expire; they either vest or are canceled prior to or upon the vesting date.