SEC Form 4 · accession 0001591698-26-000089
Paylocity Holding Corp · PCTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Cappotelli
Officer — Sr Vice President Operations
Period of report
Aug 14, 2026
Accepted (ET)
Aug 18, 2026 · 4:03 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001591698
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001F1 | Aug 14, 2026 | A | 22,346 | $0.00 | A | 39,896 | D | |
| Common Stock, par value $0.001F2 | Aug 14, 2026 | A | 4,695 | $0.00 | A | 44,591 | D | |
| Common Stock, par value $0.001F3 | Aug 14, 2026 | A | 4,351 | $0.00 | A | 48,942 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF4,F5,F6,F7 | $0.00 | Aug 14, 2026 | A | 3,193 | A | — | — | Common Stock, par value $0.001 | 3,193 | 3,193 | D |
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.
- 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.
- F4Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.
- F5Reflects 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.
- F6The 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.
- F7Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.