UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1916, ~~2025~~2026

Paychex, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)


Delaware	0-11330	16-1124166
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

911 Panorama Trail South
Rochester, New York		14625-2396
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (585) 385-6666

    

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PAYX	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ResultsDeparture of OperationsDirectors andor FinancialCertain ConditionOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~January 1920, ~~2025~~2026, Paychex, Inc. (the "Company") ~~issued~~announced athat ~~press~~the ~~release~~Board of Directors (the "~~Press Release~~Board") ~~reporting~~has ~~its~~voted ~~financial~~to ~~results~~expand ~~for~~to ~~the~~eleven ~~three~~members and ~~six~~has ~~months~~appointed ~~ended~~J. ~~November~~Michael 30Hansen, ~~2025~~to fill the newly created position as an independent director. AMr. ~~copy~~Hansen will participate in the Company's compensation arrangement generally applicable to all of the ~~Press~~Company's ~~Release~~non-employee directors. The Company’s press release dated January 20, 2026, announcing the appointment of Mr. Hansen, is ~~attached~~filed as Exhibit 99.1 to this Current Report on Form 8-K.

~~The~~Mr. ~~information~~Hansen ~~provided~~brings ~~pursuant~~deep tofinancial ~~this Item 2.02~~expertise, ~~including~~having ~~Exhibit~~served ~~99.1,~~as isExecutive ~~being~~Vice ~~"furnished"~~President ~~herewith~~& ~~and~~Chief ~~shall~~Financial ~~not~~Officer be("CFO") ~~deemed~~of ~~“filed”~~Cintas ~~for~~Corporation ~~purposes~~(NASDAQ: ofCTAS) ~~Section~~for 18more ofthan ~~the~~10 ~~Securities~~years. ~~Exchange~~Upon ~~Act~~his ofretirement ~~1934,~~ as ~~amended~~CFO ~~(the~~in ~~“Exchange~~May ~~Act”)~~2025, orMr. ~~otherwise~~Hansen ~~subject~~transitioned to ~~the~~a ~~liabilities~~new ~~under~~role ~~such~~as ~~section,~~Assistant ~~nor shall the information be deemed~~ to ~~be incorporated by reference into any filing of~~ the ~~Company~~Chief ~~under~~Executive ~~the~~Officer ~~Securities Act~~ of ~~1933, as amended, or the Exchange Act, except to the extent specifically provided in such a filing~~Cintas.

~~Item~~In 9addition to his prior role as CFO of Cintas, Mr.01 ~~Financial~~Hansen ~~Statements~~held various other significant positions at the company during his 30 year tenure, contributing to his comprehensive understanding of financial operations and ~~Exhibits~~strategy. While at Cintas, Mr. Hansen served on the Board of Directors of Paycor HCM, Inc. ("Paycor") from 2008 to 2018. Paychex acquired Paycor in April 2025. Prior to his tenure at Cintas, Mr. Hansen served as a senior auditor with Ernst & Young and Rockwell Corporation.

Mr. Hansen holds a B.S. degree in Business Administration, with a concentration in accounting, from Washington University in St. Louis.

The Board appointed Mr. Hansen to his position on January 16, 2026. He has been appointed to serve on the Audit Committee of the Board. There is no other arrangement or understanding between Mr. Hansen and any other persons as it relates to his appointment. Mr. Hansen is not and has not been a participant, or had any interest, in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K since the beginning of the Company’s last fiscal year.

Item 8.01 Other Events.

On January 16, 2026, the Company announced that the Board approved a program to repurchase up to $1 billion of the Company's common stock. This authorization replaces the Company's existing 2024 authorization to repurchase $400 million of the Company's common stock. The Company's press release dated January 16, 2026, announcing the stock repurchase authorization and quarterly dividend is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d.)

Exhibit No.		Description
Exhibit	Description
99.1		Press Release of Paychex, Inc. dated December 19, 2025
Exhibit 99.1	Press Release of Paychex, Inc. dated January 20, 2026
104		Cover Page Interactive File, embedded in Inline XBRL.
Exhibit 99.2	Press Release of Paychex, Inc. dated January 16, 2026
Exhibit 104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PAYCHEX, INC.
Date:	~~December~~January 1920, ~~2025~~2026	By:	/s/ ~~Robert~~Prabha L.Sipi ~~Schrader~~Bhandari
			Robert L. Schrader
			Prabha Sipi BhandariChief Legal Officer, Chief Ethics Officer, and Secretary
			Senior Vice President and Chief Financial Officer

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