What changed in this filing

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Item 5. Other Information

2024-05-02 compared with 2023-11-02 · 34 added, 26 removed, 16 unchanged (79% of the section changed)

Other Information

Insider Trading Arrangements

On August 10, 2023 , Chad Richison , President, Chief Executive Officer and Chairman of the Board of Directors, adopted a Rule 10b5-1 trading arrangement (the “10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.

The 10b5-1 Plan provides for the sale of up to 250,000 shares of our common stock at specified market prices, commencing on the later of (i) November 8, 2023 and (ii) the second trading day following disclosure of the Company’s financial results on Form 10-Q for the quarter ended September 30, 2023, and ending May 2, 2024.

Rule 10b5-1 Trading Arrangements

On February 16, 2024 , Chad Richison , Co-Chief Executive Officer, President and Chairman of the Board of Directors , and an entity affiliated with Mr.

Richison together adopted a Rule 10b5-1 trading arrangement (the “Richison 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.

The Richison 10b5-1 Plan provides for the sale of up to 487,500 shares of common stock on behalf of Mr.

Richison and up to 487,500 shares of common stock on behalf of the affiliated entity, in each case during the period beginning on the later of (i) May 17, 2024 , and (ii) the third trading day following disclosure of the Company’s financial results on Form 10-Q for the quarter ended March 31, 2024, and ending November 13, 2024 , subject to earlier termination in accordance with the terms of the Richison 10b5-1 Plan and applicable laws, rules and regulations.

The following exhibits are incorporated herein by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):

Amended and Restated Certificate of Incorporation of Paycom Software, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Amendment No.

1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).

Amended and Restated Bylaws of Paycom Software, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 12, 2023, filed with the SEC on October 13, 2023).

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No.

1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).

Amendment No.

2 to Credit Agreement, dated July 28, 2023, by and among Paycom Software, Inc., Paycom Payroll, LLC, certain other subsidiaries of Paycom Software, Inc.

as guarantors, JPMorgan Chase Bank, N.A., as a lender, swingline lender, and issuing bank, the lenders party thereto, and JPMorgan Chase Bank, N.A.

as the administrative agent.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 28, 2023, filed with the SEC on August 1, 2023).

Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Form of Restricted Stock Unit Award Agreement – Performance-Based Vesting (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).

Form of Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).

Letter Agreement, by and between Paycom Software, Inc.

and Christopher G.

Thomas, dated February 7, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).

Letter Agreement, by and between Paycom Software, Inc.

and Chad Richison, dated February 7, 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).

Form of Restricted Stock Unit Award Agreement – Performance-Based Vesting (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024).

Letter Agreement, by and between Paycom Software, Inc.

and Amy Walker, dated April 4, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024).

Independent Consultant and Services Agreement, by and between Paycom Payroll, LLC and Holly Faurot, dated April 4, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024).

Release and Award Cancellation and Acceleration Agreement, by and between Paycom Software, Inc.

and Holly Faurot, dated April 4, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024).

Certification of the Co-Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document –

the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Certification of the Co-Chief Executive Officers and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

** The certifications attached as Exhibit 32.1 are not deemed “filed”

with the SEC and are not to be incorporated by reference into any filing of Paycom Software, Inc.

** The certifications attached as Exhibit 32.1 are not deemed “filed” with the SEC and are not to be incorporated by reference into any filing of Paycom Software, Inc.

under the Securities Act whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

1 unchanged sentence

PAYCOM SOFTWARE, INC.

November 2, 2023

/s/ Chad Richison

Chad Richison

President and Chief Executive Officer

(Principal Executive Officer)

November 2, 2023

President and Co-Chief Executive Officer

(Co-Principal Executive Officer)

/s/ Christopher G.

Christopher G.

Co-Chief Executive Officer

(Co-Principal Executive Officer)

Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information