| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Williams Toby J. | President and CEO, Director | C/O 1400 AMERICAN LANE, SCHAUMBURG | /s/ Kris Kang, attorney-in-fact to Toby J. Williams | 2025-08-19 | 0001716436 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PCTY | Common Stock, par value $0.001 | Award | $0 | +46.6K | +36.52% | $0.00 | 174K | 15 Aug 2025 | Direct | F1 |
| transaction | PCTY | Common Stock, par value $0.001 | Award | $0 | +27.4K | +15.73% | $0.00 | 202K | 15 Aug 2025 | Direct | F2 |
| transaction | PCTY | Common Stock, par value $0.001 | Award | $0 | +42.3K | +21.01% | $0.00 | 244K | 15 Aug 2025 | Direct | F3 |
| transaction | PCTY | Common Stock, par value $0.001 | Tax liability | -$2.32M | -13.5K | -5.54% | $171.64 | 230K | 15 Aug 2025 | Direct | |
| transaction | PCTY | Common Stock, par value $0.001 | Sale | -$683K | -3.98K | -1.73% | $171.50 | 226K | 15 Aug 2025 | Direct | F4, F5 |
| transaction | PCTY | Common Stock, par value $0.001 | Sale | -$692K | -4.02K | -1.78% | $172.04 | 222K | 15 Aug 2025 | Direct | F4, F6 |
| transaction | PCTY | Common Stock, par value $0.001 | Tax liability | -$273K | -1.59K | -0.71% | $171.96 | 221K | 18 Aug 2025 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PCTY | Market Stock Units | Award | $0 | +15.8K | $0.00 | 15.8K | 15 Aug 2025 | Common Stock, par value $0.001 | 15.8K | $0.00 | Direct | F7, F8, F9, F10 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
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).
| Id | Content |
|---|---|
| F1 | 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 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 2023 Equity Incentive Plan. |
| F2 | 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 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 2023 Equity Incentive Plan. |
| F3 | Represents performance stock units (PSUs) awarded pursuant to the Issuer's 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, 2025. The remaining PSUs will vest in two equal installments on August 15, 2026 and August 15, 2027, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan |
| F4 | The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 21, 2025. |
| F5 | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $170.82 to $171.82, 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 and 6 of this Form 4. |
| F6 | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $171.83 to $172.50, inclusive. |
| F7 | Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock. |
| F8 | Reflects 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. |
| F9 | The MSUs have four separate performance periods, which begin August 31, 2025 and end November 30, 2027, February 29, 2028, May 31, 2028 and August 31, 2028, 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. |
| F10 | Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date. |