SCHEDULE 13D/A: Paycom Software Insider Establishes Pre-Planned Stock Sale Program for 480,000 Shares
Beneficial Ownership Amendment
Ernest Group, an entity associated with Paycom Software, Inc. co-founder Chad Richison, has established a Rule 10b5-1 sales plan to sell up to 480,000 shares of common stock.
Summary
- Ernest Group, Inc., a reporting person associated with Paycom Software, Inc., has entered into a Sales Plan (June 2025 10b5-1 Plan) with JPMS.
- Under this plan, Ernest Group is authorized to sell up to 480,000 shares of Paycom Software Common Stock.
- The sales period for the June 2025 10b5-1 Plan will commence on the later of September 15, 2025, or the third trading day following the disclosure of Paycom's financial results on Form 10-Q for the quarter ended June 30, 2025.
- The plan is set to conclude on March 13, 2026, unless terminated earlier.
- Transactions under this plan are subject to specific price and other restrictions.
- The plan is designed to comply with Rule 10b5-1(c) of the Securities Exchange Act of 1934.
- As of April 29, 2025, Paycom Software, Inc. had 57,819,755 shares of Common Stock outstanding.
- Ernest Group, Inc. beneficially owns 3,217,249 shares, representing 5.6% of the class.
- Chad Richison beneficially owns an aggregate of 5,867,193 shares, representing 10.1% of the class, which includes shares owned directly by him, by Ernest Group, and by various trusts.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of a pre-planned stock sale by a significant shareholder. While the sale itself could be perceived negatively by some investors, the 10b5-1 plan structure is a standard practice for managing insider liquidity and does not inherently indicate a negative outlook on the company's fundamentals. It's a neutral, procedural update.
Negatives
- A significant shareholder, Ernest Group (associated with Chad Richison), is planning to sell up to 480,000 shares, which could potentially exert downward pressure on the stock price due to increased supply.
Risks
- The sale of a large block of shares (480,000) by a significant insider, even under a pre-planned 10b5-1 program, could be perceived negatively by the market and potentially lead to short-term stock price volatility or downward pressure.
Future Outlook
Ernest Group has established a pre-planned stock sale program (10b5-1 Plan) to sell up to 480,000 shares of Paycom Software Common Stock. The sales are scheduled to begin no earlier than September 15, 2025, or after the Q2 2025 financial results are disclosed, and will conclude by March 13, 2026.
Industry Context
This filing is a routine disclosure of a pre-planned stock sale by a significant insider, common among executives and large shareholders for liquidity and diversification purposes, and does not inherently reflect on broader industry trends or Paycom's competitive position within the HR and payroll software sector.
Stakeholder Impact
- Shareholders: The planned sale of a significant number of shares by a major insider could potentially lead to increased selling pressure on the stock, which might affect the share price. However, it is a pre-planned sale under a 10b5-1 plan, which is designed to avoid insider trading concerns.
Next Steps
- Sales of up to 480,000 shares of Common Stock by Ernest Group are expected to commence on the later of September 15, 2025, or the third trading day following the disclosure of the Issuer's financial results on Form 10-Q for the quarter ended June 30, 2025.
- The sales under the June 2025 10b5-1 Plan will continue until March 13, 2026, unless terminated earlier.
Key Dates
| Date | Description |
|---|---|
| 2023-08-10 | Date of Joint Filing Agreement between Chad Richison and Ernest Group, Inc. |
| 2023-08-11 | Date of previous Schedule 13D filing by the Reporting Persons. |
| 2024-12-12 | Date of previous Form of Sales Plan between Ernest Group, Inc. and J.P. Morgan Securities LLC. |
| 2024-12-13 | Date of previous Schedule 13D filing by the Reporting Persons. |
| 2025-04-29 | Date as of which 57,819,755 shares of Common Stock were outstanding, including 1,802,238 shares of restricted stock. |
| 2025-05-08 | Date the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, was filed with the SEC. |
| 2025-06-13 | Date Ernest Group entered into the June 2025 10b5-1 Plan. |
| 2025-06-16 | Signature date for the Schedule 13D Amendment No. 19 filing. |
| 2025-09-15 | Earliest potential start date for sales under the June 2025 10b5-1 Plan. |
| 2026-03-13 | End date for sales under the June 2025 10b5-1 Plan. |
Keywords
Paycom Software, PYCR, SEC filing, Schedule 13D, 10b5-1 plan, stock sale, insider selling, beneficial ownership, Ernest Group, Chad Richison, common stock
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