SCHEDULE: Paycom Software: Major Shareholder Plans Stock Sale

Ernest Group, Inc. has entered into a Rule 10b5-1 sales plan to sell up to 1,090,000 shares of Paycom Software, Inc. common stock.

Summary

• Ernest Group, Inc. has established a Rule 10b5-1 sales plan to sell up to 1,090,000 shares of Paycom Software, Inc. common stock.
• The sales are authorized to begin on December 1, 2026, or three trading days after the disclosure of the Issuer's financial results for the quarter ended September 30, 2026, whichever is later.
• The sales plan will conclude on June 1, 2027, unless terminated earlier.
• Transactions under the plan will be subject to certain price and other restrictions.
• Chad Richison beneficially owns 5,899,707 shares, representing 13.1% of the class of securities.
• Ernest Group, Inc. beneficially owns 3,217,249 shares, representing 7.1% of the class of securities.
• The total outstanding shares of Common Stock, including restricted stock, as of July 28, 2026, was 45,071,619.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing, primarily due to the disclosure of a significant planned sale of shares by a major holder, which could signal a lack of confidence or a need for liquidity, despite the compliance with Rule 10b5-1.

Positives

• The establishment of a Rule 10b5-1 plan indicates a structured and compliant approach to selling shares, mitigating concerns about insider trading.
• The plan allows for a phased sale of shares over a defined period, potentially reducing market impact.

Negatives

• Ernest Group, Inc., a significant holder, plans to sell a substantial number of shares (up to 1,090,000).
• The planned sale represents a notable portion of the total outstanding shares, which could exert downward pressure on the stock price.
• The filing does not provide specific reasons for the planned sale, leaving room for speculation about the seller's motivations.

Risks

• Potential for increased selling pressure on Paycom Software, Inc. stock during the sales plan period.
• Market perception of the planned sale could negatively impact investor sentiment.
• The sales are subject to price and other restrictions, which could affect the timing and execution of the plan.

Future Outlook

Ernest Group, Inc. has initiated a Rule 10b5-1 sales plan to sell up to 1,090,000 shares of Paycom Software, Inc. common stock, with sales commencing no earlier than December 1, 2026, and concluding by June 1, 2027, subject to plan terms and market conditions.

Management Comments

• Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
• Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act.

Industry Context

StockSavvy.ai notes that the disclosure of a Rule 10b5-1 plan by a significant shareholder is a common event in the software and technology sector, often used to diversify holdings or meet liquidity needs. However, the scale of the planned sale by Ernest Group warrants attention from investors.

Stakeholder Impact

• Shareholders may experience downward pressure on the stock price due to the planned sale of a significant number of shares.
• Investors will monitor the execution of the sales plan and its impact on market liquidity and share price.

Next Steps

• Ernest Group, Inc. will execute sales of Paycom Software, Inc. common stock according to the September 2026 10b5-1 Plan.
• Sales are expected to commence on or after December 1, 2026, or three trading days after the disclosure of the Issuer's Q3 2026 financial results.
• The sales plan is set to conclude by June 1, 2027, unless terminated earlier.

Key Dates

Recommendation

The filing indicates a planned sale of a substantial number of shares by a major holder, which could negatively impact the stock price in the short to medium term. While the sale is being conducted through a compliant 10b5-1 plan, the sheer volume suggests potential concerns or liquidity needs from the seller. Without further information on the reasons for the sale or other positive catalysts, a 'hold' recommendation is prudent, allowing investors to observe the market's reaction and the company's ongoing performance.

Keywords

Paycom Software, Schedule 13D, Ernest Group, Chad Richison, Stock Sale, Rule 10b5-1, Beneficial Ownership, Common Stock