What the changes say
- Talent acquisition and retention is newly emphasized, especially for software development, sales, implementation, and client-service roles.
- Regulatory risk now expressly includes artificial intelligence and data privacy requirements.
- The repurchase authorization increased by $1.5 billion, to $2.5 billion in total approvals since May 2024.
- System catastrophe, funds-transfer infrastructure, and share-repurchase liquidity risks were removed from the listed factors.
What changed since the prior 10-K
New
- NewRisks Related to our Business and Industry
therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have an adverse effect on our business
Failure to attract, retain, or train skilled software, sales, client-service, and implementation employees could limit productivity and growth.
Dropped
- DroppedRisks Related to our Business and Industry
In the event of a catastrophic event with respect to one or more of our systems, we may experience an extended period of system unavailability, which could negatively impact our relationship with clients
- DroppedRisks Related to Cybersecurity and Intellectual Property Rights
the storage and transmission of funds from the accounts of our clients to other persons, including taxing and regulatory authorities and others
- DroppedRisks Related to Ownership of Our Common Stock
shares. Additionally, short-term stock price fluctuations could reduce the number or amount of shares we may ultimately repurchase pursuant to the program
Reworded
- 74% rewrittenRisks Related to our Business and Industry
We depend on our senior management team and other key employees, and the loss of these persons or an inability to attract and retain highly skilled employees, including product development, sales, implementation, client service and other technical persons, could adversely affect our business
The heading now expressly covers attracting and retaining highly skilled product-development, sales, implementation, client-service, and technical employees, not only executive departures.
- 64% rewrittenRisks Related to our Business and Industry
If we fail to manage our technical operations infrastructure, including operation of our data centers, our existing clients may experience service outages and our new clients may experience delays in the deployment of our modules
No substantive wording change is shown; the risk still concerns infrastructure capacity, data centers, outages, and client deployment delays.
- 42% rewrittenRisks Related to Ownership of Our Common Stock
Our share repurchase program may increase the volatility of the market price of our stock and adversely affect our liquidity. Further, we may not realize the anticipated long-term stockholder value of our share repurchase program
The additional authorization changed from $500 million in August 2025 to $500 million in July 2025 and $1 billion in April 2026.
- 41% rewrittenRisks Related to Legal and Regulatory Matters
Changes in regulatory laws or requirements applicable to our software and services could impose increased costs on us, delay or prevent our introduction of new products and services and impair the function or value of our existing products and services
The risk now specifically names artificial intelligence and data privacy laws and adds potential effects on product marketability.
- 26% rewrittenRisks Related to our Business and Industry
If we do not continue to innovate and deliver high-quality, technologically advanced products and services, we will not remain competitive, and our revenue and operating results could suffer
No substantive wording change is shown; the risk remains rapid technology change, competition, and replacement technologies reducing demand.
- 23% rewrittenRisks Related to our Business and Industry
Our business could be negatively impacted by disruptions in the operations of third-party service providers
No substantive wording change is shown; the risk remains disruptions involving couriers, international partners, and banks supporting client payments.
All 28 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business and Industry
- 01Our quarterly operating results have fluctuated in the past and may continue to fluctuate due to a variety of factors, many of which are outside of our control
- 02If we do not continue to innovate and deliver high-quality, technologically advanced products and services, we will not remain competitive, and our revenue and operating results could suffer26% rewritten
- 03Failure to manage our growth effectively could increase our expenses, decrease our revenue, and prevent us from implementing our business strategy and sustaining our revenue growth rates
- 04The markets in which we participate are highly competitive, and if we do not compete effectively, our operating results could be adversely affected
- 05If we fail to manage our technical operations infrastructure, including operation of our data centers, our existing clients may experience service outages and our new clients may experience delays in the deployment of our modules64% rewritten
- 06Our business could be negatively impacted by disruptions in the operations of third-party service providers23% rewritten
- 07We depend on our senior management team and other key employees, and the loss of these persons or an inability to attract and retain highly skilled employees, including product development, sales, implementation, client service and other technical persons, could adversely affect our business74% rewritten
- 08therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have an adverse effect on our businessNew
- 09Our software might not operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business and operating results
- 10We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders, disrupt our operations and adversely affect our operating results
Risks Related to Cybersecurity and Intellectual Property Rights
- 11Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand
- 12We may be sued by third parties for alleged infringement of their proprietary rights
- 13The use of open source software in our products and solutions may expose us to additional risks and harm our intellectual property rights
Risks Related to Legal and Regulatory Matters
- 14Changes in regulatory laws or requirements applicable to our software and services could impose increased costs on us, delay or prevent our introduction of new products and services and impair the function or value of our existing products and services41% rewritten
- 15Failure to comply with data privacy laws and regulations may have a material adverse effect on reputation, financial condition, and/or operations
- 16Adverse tax laws or regulations could be enacted, or existing laws could be applied to us or our clients, which could increase the costs of our services and adversely impact our business
- 17Any future litigation against us could be costly and time-consuming to defend
Risks Related to Financial Matters
- 18Our revolving credit agreement contains covenants that may constrain the operation of our business, and our failure to comply with these covenants could have a material adverse effect on our financial condition
- 19Corporate investments and client funds that we hold are subject to market, interest rate, credit and liquidity risks. The loss of these funds could have an adverse impact on our business
- 20Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States
Risks Related to Ownership of Our Common Stock
- 21Our stock price may be subject to wide fluctuations
- 22Our share repurchase program may increase the volatility of the market price of our stock and adversely affect our liquidity. Further, we may not realize the anticipated long-term stockholder value of our share repurchase program42% rewritten
- 23We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
- 24Future issuances of shares of our common stock would dilute the ownership of our existing stockholders and could depress the market price of our common stock
- 25Anti-takeover provisions in our charter documents and Delaware law could discourage, delay, or prevent a change in control of our company and may affect the trading price of our common stock
- 26Our bylaws provide that the state and federal courts located within the state of Delaware are the sole and exclusive forums for certain legal actions involving the company or our directors, officers and employees
- 27Economic and market conditions could adversely affect our business, results of operations and financial condition
- 28If we are unable to maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected
Other Paylocity Holding 10-Ks
- FY2025 10-K risk factors30 risks
Paylocity faces intense competition in the fragmented HCM and payroll market from major providers like ADP and Paychex. The company must continuously innovate its products, particularly integrating AI, while scaling its infrastructure and managing data privacy compliance.
Filed Aug 06, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.