T. Rowe Price Investment Management (PCTY) discloses 5.8% Paylocity ownership in 13G/A

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. reported an ownership position in Paylocity Holding Corp. common stock on an amended Schedule 13G filing. The firm reported beneficial ownership of 3,105,531 shares of common stock, representing 5.8% of the outstanding class.

T. Rowe Price Investment Management reported sole power to vote or direct the vote over 3,094,505 shares and sole dispositive power over 3,105,531 shares, with no shared voting or dispositive power. The reporting person is organized in Maryland and states that the filing should not be construed as an admission that it is the beneficial owner of these securities, and that such beneficial ownership is expressly denied.

Key Figures

Shares beneficially owned: 3,105,531 shares Percent of class: 5.8% Sole voting power: 3,094,505 shares +2 more

5 metrics

Shares beneficially owned 3,105,531 shares Paylocity common stock reported by T. Rowe Price Investment Management

Percent of class 5.8% Ownership percentage of Paylocity common stock class

Sole voting power 3,094,505 shares Shares for which T. Rowe Price can solely vote or direct the vote

Sole dispositive power 3,105,531 shares Shares for which T. Rowe Price can solely direct disposition

Form type Schedule 13G/A (Amendment No. 2) Beneficial ownership report for Paylocity common stock

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Percent of class

4 terms

beneficially owned financial

"Amount beneficially owned: 3105531 (b) | Percent of class: 5.8 %"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Sole Voting Power 3,094,505.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"Sole Dispositive Power 3,105,531.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Percent of class financial

"Percent of class: 5.8 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What percentage of Paylocity (PCTY) does T. Rowe Price Investment Management report owning?

T. Rowe Price Investment Management reports beneficial ownership of 5.8% of Paylocity’s common stock. This corresponds to 3,105,531 shares, as disclosed in the Schedule 13G/A Amendment No. 2 filing.

How many Paylocity (PCTY) shares does T. Rowe Price Investment Management control for voting?

T. Rowe Price Investment Management reports sole voting power over 3,094,505 shares of Paylocity common stock. It reports no shared voting power with any other party in this Schedule 13G/A filing.

What is the total number of Paylocity (PCTY) shares beneficially owned by T. Rowe Price Investment Management?

The filing reports that T. Rowe Price Investment Management beneficially owns 3,105,531 shares of Paylocity common stock. This share amount forms the basis of the reported 5.8% ownership stake in the class.

Does T. Rowe Price Investment Management claim shared dispositive power over Paylocity (PCTY) shares?

No. The firm reports sole dispositive power over 3,105,531 shares and shared dispositive power of 0 shares. This means it alone can direct the disposition of those reported shares under the filing.

Does T. Rowe Price Investment Management admit beneficial ownership of Paylocity (PCTY) in this filing?

The firm states that the filing shall not be construed as an admission that it is the beneficial owner of the securities, and that such beneficial ownership is expressly denied, despite reporting holdings for Schedule 13G purposes.

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Available on EDGAR 08/14/2026 - 10:42 AM Accepted by SEC EDGAR 08/14/2026 - 10:39 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

PAYLOCITY HOLDING CORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

70438V106

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 70438V106

1

Names of Reporting Persons

T. Rowe Price Investment Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,094,505.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,105,531.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,105,531.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PAYLOCITY HOLDING CORP
(b)	Address of issuer's principal executive offices: 1400 AMERICAN LANE, SCHAUMBURG, IL, 60173
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 70438V106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3105531
(b)	Percent of class: 5.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3094505
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3105531
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/14/2026