SEC Form 4 · accession 0001591698-26-000087

Paylocity Holding Corp · PCTY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Reflects 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 Amended and Restated 2023 Equity Incentive Plan.
• F10Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.
• F11Reflects 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.
• F12The MSUs have four separate performance periods, which begin August 31, 2026 and end November 30, 2028, February 28, 2029, May 31, 2029 and August 31, 2029, 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.
• F13Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
• F2Reflects 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 two years beginning on the date of grant at a rate of 12.5% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
• F3Represents performance stock units (PSUs) awarded pursuant to the Issuer's Amended and Restated 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, 2026. The remaining PSUs will vest in two equal installments on August 15, 2027 and August 15, 2028, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan.
• F4The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on August 19, 2025 and amended on May 15, 2026.
• F5The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.74 to $147.73, inclusive. The reporting person undertakes to provide to Paylocity Holding Corporation, any security holder of Paylocity Holding Corporation, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 5, 6, 7, 8 and 9 of this Form 4.
• F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $147.83 to $148.83, inclusive.
• F7The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $148.84 to $149.71, inclusive.
• F8The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.24 to $151.13, inclusive.
• F9The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $151.33 to $151.34, inclusive.