Form 4: Paycor HCM CEO Raul Villar Jr. Disposes of Shares in Merger with Paychex

Raul Villar Jr., CEO of Paycor HCM, disposed of shares and stock options as part of the merger agreement with Paychex, Inc., where Paycor became a wholly-owned subsidiary of Paychex.

Summary

• This Form 4 filing reports changes in beneficial ownership for Raul Villar Jr., CEO of Paycor HCM, Inc.
• The changes are related to the merger between Paycor and Paychex, Inc., which became effective on April 14, 2025.
• As part of the merger agreement, Paycor's common stock was converted into the right to receive $22.50 per share in cash.
• Villar disposed of 823,741 shares of common stock at $22.50 per share.
• Additionally, 25,000 shares held indirectly through the Villar Joint Family Trust were disposed of at $22.50 per share.
• Villar acquired 395,948 shares of common stock underlying unvested performance-based restricted stock units (PSUs) based on the actual level of performance as of the Effective Time at $0 per share.
• These PSUs were then disposed of.
• Unvested restricted stock awards and restricted stock units were exchanged for restricted stock and restricted stock units of Paychex.
• Stock options to purchase 367,254, 315,239 and 218,937 shares of common stock were cancelled for no consideration.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The document reflects the completion of a merger, which is generally a positive event for shareholders who receive cash consideration. However, the cancellation of stock options without consideration is a negative aspect for the executive.

Negatives

• Villar's stock options were cancelled for no consideration as part of the merger.

Future Outlook

The document does not contain specific forward-looking statements beyond the completion of the merger.

Industry Context

The merger reflects a trend of consolidation in the human capital management (HCM) industry, where larger players like Paychex are acquiring companies like Paycor to expand their market share and service offerings.

Comparison to Industry Standards

• Paychex is a major player in the HCM industry, competing with companies like ADP and Workday.
• Mergers and acquisitions are common in this sector as companies seek to broaden their product portfolios and customer base.
• The $22.50 per share cash consideration is a key metric for evaluating the deal's value compared to other similar transactions.

Stakeholder Impact

• Shareholders received $22.50 per share in cash.
• Employees of Paycor are now part of Paychex.

Key Dates

Keywords

Merger, Paycor, Paychex, Form 4, Beneficial Ownership, Villar, Stock Options, Shares