Williams Toby J. 4

What Happened Toby J. Williams, President, CEO and a director of Paylocity Holding Corp (PCTY), disposed of a total of 14,536 shares across transactions in mid-February 2026, generating roughly $1.54 million. The filing shows two open‑market sales on 2026-02-13 (2,700 shares at $104.00 for $280,800; 5,300 shares at a weighted average $104.98 for $556,394) and a 2026-02-16 disposition of 6,536 shares at $107.13 for $700,202 to satisfy an exercise price or tax liability. These are sales/dispositions (not purchases), including a tax/option-related share withholding.

Key Details

• Transactions and values:
  • 2026-02-13: Sold 2,700 shares @ $104.00 = $280,800 (open-market; weighted prices ranged $103.46–$104.46 per filing footnote).
  • 2026-02-13: Sold 5,300 shares @ weighted avg $104.98 = $556,394 (open-market; weighted prices ranged $104.48–$105.41 per filing footnote).
  • 2026-02-16: Disposition of 6,536 shares @ $107.13 = $700,202 to pay exercise price/tax liability (coded F).
• Total shares disposed: 14,536; total proceeds/consideration ≈ $1,537,396.
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes:
  • F1: The 02-16 transaction was conducted under an approved 10b5-1 trading plan adopted Feb 21, 2025.
  • F2/F3: Reported prices for the 02-13 sales are weighted averages across multiple executions (ranges provided).
• Filing: Form 4 was filed 2026-02-18 covering trades on 2026-02-13 and 02-16; this appears within normal Form 4 timing based on the filing date.

Context

• The 02-16 disposition is described as payment of an exercise price or tax liability — typically a share withholding or cashless exercise mechanism rather than an open-market sale, though it results in the company insider disposing of shares.
• Sales by executives can be routine (e.g., preplanned via 10b5-1) or for tax/exercise purposes; purchases generally convey stronger direct bullish signals. Here, at least one transaction was under a 10b5-1 plan, indicating preplanned activity.