Paylocity Holding Corp — Director's Dealing 2025

Aug 19, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2025-08-15

Reporting Person: Scutt Joshua (Senior Vice President Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-08-15	Common Stock, par value $0.001	A	17357	—	Acquired	52223	Direct
2025-08-15	Common Stock, par value $0.001	A	6175	—	Acquired	58398	Direct
2025-08-15	Common Stock, par value $0.001	F	2452	$171.64	Disposed	55946	Direct
2025-08-18	Common Stock, par value $0.001	F	439	$171.96	Disposed	55507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-08-15	Market Stock Units	$0	A	2480	Acquired		Common Stock, par value $0.001 (2480)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001	118	Indirect

Footnotes

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: 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

F3: Shares are owned by the Reporting Person's father-in-law; the Reporting Person's spouse was granted a power of attorney that provides for investment power over the shares.

F4: Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock.

F5: 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.

F6: 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.

F7: Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.