Paycom Software Inc

Rule 10b5-1 Trading Arrangements

On December 12, 2024, anentity affiliated with Chad Richison, Chief Executive Officer, President and Chairman of the Board of Directors, 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 600,000 shares of common stock on behalf of the affiliated entity during the period beginning on the later of (i)March 13, 2025, and (ii) the third trading day following disclosure of the Company’s financial results on Form 10-K for the year ended December 31, 2024, and ending September 12, 2025, subject to earlier termination in accordance with the terms of the Richison 10b5-1 Plan and applicable laws, rules and regulations.

On December 12, 2024, Craig Boelte, Chief Financial Officer, adopteda Rule 10b5-1 trading arrangement (the “Boelte 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The Boelte 10b5-1 Plan provides for the sale of up to 20,000 shares of common stock on behalf of Mr. Boelte during the period beginning on the later of (i)March 13, 2025, and (ii) the third trading day following disclosure of the Company’s financial results on Form 10-K for the year ended December 31, 2024, and ending March 13, 2026, subject to earlier terminationin accordance with the terms of the Boelte 10b5-1 Plan and applicable laws, rules and regulations.

On December 12, 2024, anentity affiliated with Brad Smith, Chief Information Officer, adopted a Rule 10b5-1 trading arrangement (the “Smith 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The Smith 10b5-1 Plan provides for the sale of up to 7,500 shares of common stock on behalf of the affiliated entity during the period beginning on the later of (i)March 13, 2025, and (ii) the third trading day following disclosure of the Company’s financial results on

Form 10-K for the year ended December 31, 2024, and ending March 13, 2026, subject to earlier termination in accordance with the terms of the Smith 10b5-1 Plan and applicable laws, rules and regulations.

2025 Executive Long-Term Incentive Awards

Effective February 21, 2025, the Compensation Committee of the Board of Directors granted the following awards of performance-based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”) to our executive officers (dollars in millions):

(1)

“Target PSU Value” assumes achievement of the maximum performance level.

The number of PSUs or RSUs granted will be determined by dividing (i) the applicable target value set forth in the table above by (ii) the average daily volume weighted average price for our common stock during the 10 trading days preceding and ending on February 21, 2025.

PSU Awards

Each award of PSUs (each, a “2025 PSU Award” and, collectively, the “2025 PSU Awards”) was granted pursuant to the terms of the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”) and the Company’s standard form of Restricted Stock Unit Award Agreement - Performance-Based Vesting (each, a “PSU Award Agreement”). Each PSU represents a notional share of the Company’s common stock. The 2025 PSU Awards will vest based on the Company’s performance over a one-year performance period commencing on January 1, 2025 and ending on December 31, 2025 (the “Performance Period”). The number of PSUs that will vest and be converted into shares of common stock will be based on the achievement of a total revenues performance target, as follows:

The 2025 PSU Awards will be eligible to vest following the end of the Performance Period, but no later than March 1, 2026, provided that the executive officer is employed by, or providing services to, the Company or a subsidiary on the vesting date. Furthermore, the 2025 PSU Awards will (i) become fully vested upon the executive officer’s death or Total and Permanent Disability (as defined in the 2023 LTIP), (ii) remain eligible for vesting following Retirement (as defined in the applicable PSU Award Agreement) based on actual performance, and pro-rated for the number of days employed during the Performance Period, (iii) remain eligible for vesting following a termination of employment by the Company without Cause (as defined in the applicable PSU Award Agreement) or by the executive officer for Good Reason (as defined in the applicable PSU Award Agreement) based on actual performance, and pro-rated for the number of days employed during the Performance Period, and (iv) become fully vested upon a termination of employment by the Company without Cause or by the executive officer for Good Reason in connection with or following a Change in Control (as defined in the 2023 LTIP) of the Company, in each case as provided in the respective PSU Award Agreement.

Time-Based RSU Awards

Each award of RSUs (each, a “2025 RSU Award” and, collectively, the “2025 RSU Awards”) was granted pursuant to the terms of the 2023 LTIP and the Company’s standard form of Restricted Stock Unit Award Agreement - Time-Based Vesting (Executive). Each RSU represents a notional share of the Company’s common stock. The 2025 RSU Awards will vest in three substantially equal tranches on February 5, 2026, February 5, 2027, and February 5, 2028, provided that the executive officer is employed by, or providing services to, the Company on the applicable vesting date. In addition, the 2025 RSU Awards will become fully vested upon the executive officer’s death or Total and Permanent Disability.