Paychex (PAYX) 10-K risk factor changes: FY2025 vs FY2024

Our solutions rely on software and computing [removed: systems] [added: systems, including generative AI solutions,] that can encounter development delays, [added: complexities with integrating new technologies,] and the underlying software may contain undetected errors, bias, viruses, or defects.

Defects in our [removed: solutions and] [added: solutions,] errors or delays caused by our solutions [added: and generative AI solutions not working as anticipated] could result in additional development costs, diversion of technical and other resources from our other development efforts, loss of credibility with current or potential clients, harm to our reputation and exposure to liability.

The increasing velocity of disruptive innovations involving cyberattacks, security vulnerabilities, [added: unintended data exposure,] and Internet disruptions enabled by new and emerging technologies, such as advancements in AI and machine learning, may outpace our organization's ability to compete and/or manage the risk appropriately.

Data Security and Privacy Leaks: We collect, use, and retain increasingly large amounts of personal information about our clients, employees of our clients, [removed: and] our employees, [added: and other third parties,] including: bank account, credit card, and social security numbers, tax return information, health care information, retirement account information, payroll information, system and network passwords, and other sensitive personal and business information.

We may be particularly targeted for cyberattack because of the amount and type of personal and business information that we collect, use, and [removed: retain.][added: retain, as well as during and after periods in which we acquire other companies.]

Third-parties, including vendors that provide services for our operations, could also be a source of security [added: and reputational] risk to us in the event of a failure of their own security systems and infrastructure.

Data Loss and Business Interruption: If our systems are disrupted or fail for any reason, [removed: including Internet] or [removed: systems failure, or] if our systems are infiltrated by unauthorized persons, [removed: both] the [removed: Company] [added: Company, our clients] and [added: employees of] our clients could experience data loss, financial loss, harm to reputation, or significant business interruption.

[removed: Service] [added: These third-party service] providers include, but are not limited to, banks used to electronically transfer funds from clients to their employees, information technology vendors servicing cloud-based platforms, and [removed: couriers used to deliver client payroll checks.][added: other third-party providers supporting customer interactions.]

Failure by these service providers, [added: or their respective outsourced providers,] for any reason, to deliver their services in a timely manner and in compliance with applicable laws and regulations could result in material interruptions to our operations, impact client relations, and result in significant penalties or liabilities to us.

Also, as a co-employer in the PEO, we assume or share many of the employer-related responsibilities associated with health care [removed: reform,] [added: reform and recent efforts by local, state and federal governments to deregulate,] which may result in increased costs.

As part of our payroll processing [removed: service,] [added: solutions,] we are authorized by our clients to transfer money from their accounts to fund amounts owed to their employees and various taxing authorities.

[removed: Certain of our] [added: Our] debt [removed: agreements contain covenants that] [added: obligations] may [removed: constrain] [added: expose us to risks affecting] the operation of our business, and our failure to [removed: comply with] [added: address] these [removed: covenants] [added: risks] could have a material adverse effect on our [added: results of operations and] financial condition.

The Note Purchase and Guarantee Agreement (the “Agreement”) that we entered into in January 2019 in connection with our acquisition of Oasis Outsourcing Group Holdings, L.P., [added: also] contains covenants which may restrict our flexibility to operate our business.

Our business, services, and financial condition may be adversely impacted by changes in government [removed: regulations] [added: laws] and [removed: policies.][added: regulations.]

Failure to comply with anti-money laundering laws and regulations, [added: including but not limited to the Bank Secrecy Act of 1970 (as amended),] which require us to develop and implement risk-based anti-money laundering programs, and maintain transaction records, could result in civil and criminal penalties and adversely impact our business reputation.

[removed: Commission, the Health Insurance Portability and Accountability Act of 1996, the Family Medical Leave Act of 1993, the ACA,] [added: Additionally, we must also comply with] federal and state labor and employment laws, and state data breach notification and data privacy laws, such as the California Consumer Privacy Act, [added: and biometric information privacy laws all] as amended.

The regulatory framework for privacy, AI, and machine learning issues [removed: are] [added: is] rapidly evolving and future enactment of more restrictive laws, rules, or regulations and/or future enforcement actions or investigations could have a materially adverse impact on us through increased costs or restrictions on our business and noncompliance could result in regulatory penalties and significant legal liability.

We and our clients are subject to the impacts related to inflationary pressure, [added: economic instability,] changes in interest rates, [added: tariffs,] potential instability of the banking environment, climate change-based obligations, and other macroeconomic and/or political events.

If they cease operations or file for bankruptcy protection, we may not be paid for [removed: services] [added: solutions] we already provided, and our client base will shrink, which will lower our revenue.

Our clients may decrease their workforce, which would decrease their demand for our [removed: services.][added: solutions.]

Because of spending constraints on our clients and competition in the industry, we may face pricing pressure on our [removed: services] [added: solutions] and challenges in onboarding new clients, which would reduce revenue and ultimately impact our results of operations.

Further, inflation [added: and uncertainty about tariff implementation] may negatively impact our [added: business and/or our clients'] business, raise costs and reduce profitability.

Current or potential clients may decide to reduce their spending on payroll and other outsourcing [removed: services.][added: solutions.]

We may not be able to attract and retain qualified people, which could impact the quality of our [removed: services] [added: solutions] and customer satisfaction.

Disclosure of our corporate [removed: governance practices including our ESG initiatives,] [added: governance, responsibility, and sustainability practices,] may draw negative publicity from stakeholders.

We may not realize the expected financial or business benefits from the Paycor acquisition.

The integration of Paycor into our existing operations may present challenges aligning disparate technology platforms, operational systems, and may divert management’s attention away from day-to-day operational responsibilities to managing the integration.

Compatibility issues may arise between our respective infrastructures, potentially delaying performance enhancements and straining our technical resources.

Additionally, financial performance of acquired businesses may not meet pre-acquisition projections potentially affecting our consolidated results of operations, financial position and return on investment.

While we have devised comprehensive strategies to address the integration complexities and maintain our strategic focus, the risks associated with unforeseen hurdles could affect our ability to achieve expected synergies and strategic growth targets.

In April 2025, we issued $4.2 billion aggregate principal amount of fixed rate corporate debt (“Corporate Bonds”).

We used the net proceeds from this offering to fund our acquisition of Paycor.

Refer to Note N of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K for further discussion of our Corporate Bonds.

Our Corporate Bonds include certain covenants which may limit our ability to create liens on our assets, enter into sale and leaseback transactions, and merge or consolidate with another entity, subject to certain exceptions, limitations and qualifications as outlined in the Corporate Bond indenture.

Future acquisitions or transactions may bring us closer to the covenant thresholds previously outlined, potentially requiring further amendments to our credit facilities and debt obligations on less favorable terms.

Our ability to make scheduled debt payments or to refinance our outstanding debt obligations depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and to certain financial, business, economic, and other factors that are beyond our control, including those discussed in this Risk Factors section.

We may not be able to maintain a sufficient level of cash flow from operating activities to permit us to pay the principal and interest on any outstanding indebtedness.

Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which would also harm our ability to incur additional indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or seek to restructure or refinance our indebtedness.

Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more restrictive covenants.

If we are unable to restructure or refinance our indebtedness on favorable terms, if necessary, our operating results and financial condition could be materially adversely impacted.

Change in our credit ratings could adversely impact our results of operations and lower our profitability.

The major credit rating agencies periodically evaluate our creditworthiness and have given us a strong, investment-grade long-term debt rating.

Our credit ratings depend on our performance and can also be impacted by events beyond our control, such as macroeconomic and/or political factors of the U.S. and global economy.

Failure to maintain high credit ratings could increase the cost of short-term borrowing which would lower our profitability, reduce our ability to obtain short-term borrowing periodically required by our business, and adversely impact our competitive position, results of operations, and financial condition.

In the U.S., we are or may be subject to, oversight by various regulatory authorities, including but not limited to the Federal Trade Commission and Department of labor.

We must also comply with such laws as the Health Insurance Portability and Accountability Act of 1996, the Family Medical Leave Act of 1993, and the Patient Protection and Affordable Care Act of 2010 (as amended).

[Table of Contents](#tableofcontents)

In the U.S., we are subject to rules and regulations promulgated under the authority of the Federal Trade

We are an industry-leading human capital management (“HCM”) company delivering a full suite of technology and advisory [removed: services] [added: solutions] in human resources (“HR”), employee benefit solutions, insurance, and payroll processing.

As of May 31, [removed: 2024,] [added: 2025,] we served [removed: greater than 745,000 small- to medium-sized businesses] [added: approximately 800,000 clients] and their employees across the U.S. and parts of Europe.

For any organization, a key function is effective [removed: HCM,] [added: human capital management,] which requires [removed: both] resources and expertise.

Organizations are faced with [removed: continuous] [added: rapid] evolution in employer-employee relations including: an increasing number and complexity of federal, state, and local regulations; changing workforce dynamics; and challenges attracting and retaining talent.

[removed: The] [added: Changing] workplace [removed: is rapidly changing as] [added: dynamics reflect] employees increasingly [removed: become] [added: becoming] mobile, [removed: work] [added: working] remotely, and [removed: expect] [added: expecting] a user experience similar to consumer-oriented applications.

Paychex offers a full range of integrated HCM solutions from hire to retire for businesses and their employees that [removed: allows us to customize our offering] [added: enables customization] to the [removed: client's business,] [added: clients' businesses,] whether it is small or large, simple or complex.

We believe that we have the breadth of solutions to cover the [added: full] spectrum of the employee life cycle, [removed: but we] [added: while] also [removed: allow] [added: enabling] integrations with popular HR, accounting, [removed: point-of-sale,] [added: enterprise resource planning (“ERP”),] and [removed: productivity] [added: point-of-sale] applications.

[removed: The key] [added: Key] features of our solutions [removed: are:][added: include:]

Comprehensive cloud-based [removed: platform] [added: HCM platforms] optimized to meet [removed: the] [added: clients'] HR and payroll [removed: needs of small- and medium-sized organizations;][added: needs;]

Expertise in HR and payroll [removed: with our technology] backed by approximately 250 compliance experts and over 650 HR business professionals;

Scalable and customizable [removed: platform] [added: platforms] that [removed: allows] [added: provide] clients the [removed: ability] [added: flexibility] to add [removed: services] [added: solutions] as they grow;

We market our solutions through a combination of direct and virtual sales forces [removed: and ecommerce solutions] supported by various digital lead generation and multi-channel marketing initiatives.

Our strategy is to be the digitally driven HR leader, serving as an essential partner to [removed: small-to-medium sized businesses] [added: clients] by providing them with the technology and advisory [removed: services] [added: solutions] they need for HR, payroll, benefits, and insurance.

Growing our client [removed: base and market share.] [added: base.] We operate in a large and growing market, with significant potential to expand within our current target markets.

[removed: Expand] [added: Expanding] our share of wallet. We offer a full-suite of integrated solutions incorporating a unique combination of industry-leading HR technology and HR advisory solutions that sets us apart in the industry.

We intend to continue to increase penetration across our HCM software, HR outsourcing, retirement, [removed: insurance,] and [removed: payments] [added: insurance] offerings.

[removed: Leveraging] [added: Driving] technology [removed: innovations.] [added: innovation.] We continue to invest significantly in our proprietary, award-winning [removed: Paychex Flex® platform and mobility applications] [added: HCM platforms] to maximize efficiency and functionality for our clients and their employees.

We believe we are well positioned to [removed: capture] [added: capitalize on] the AI opportunity with large and growing data sets, [added: predictive analytics and AI models, and increased AI investments to improve efficiency, enhance the customer experience, and unlock new growth opportunities.]

[removed: Engaging in] [added: Pursuing] strategic acquisitions. We utilize acquisitions, when appropriate, as a means to expand our portfolio, enter new markets, or increase our scale.

Clients have the option of [removed: doing] [added: processing] payroll online using our SaaS technology, outsourcing to our payroll specialists, or using a combination of these methods.

We also provide comprehensive HR outsourcing through our administrative services organization (“ASO”) and [removed: PEO] [added: professional employer organization (“PEO”)] solutions.

The integration of leading-edge technology and flexible support options [removed: allows] [added: enables] us to meet our clients’ [removed: needs how, when, and where they want.][added: needs, from the tactical to the strategic.]

We closely monitor the evolving challenges and needs of [removed: small- and medium-sized businesses,] [added: our clients,] and proactively aid our clients in navigating macroeconomic challenges, legislative changes, and other complexities they may face.

[removed: In] [added: Over] the [removed: fiscal year ended May 31, 2024 (“fiscal 2024”),] [added: past year,] top challenges for employers were macroeconomic pressures including inflation and interest rates, [removed: maintaining sufficient staffing levels,] [added: availability of qualified talent,] providing appropriate employee development, keeping technology current, and ensuring legal and regulatory compliance.

We continue to invest in our technology, enhancing our solutions to continuously improve the customer and employee experiences from [removed: hiring and onboarding through employee retention.][added: hire to retire.]

HCM [removed: Technology: Paychex Flex is our proprietary] [added: technology: We deliver an integrated suite of] HCM [removed: SaaS platform] [added: solutions through three technology platforms] that [removed: provides] [added: enable] seamless workforce management throughout the employee life cycle from recruiting and hiring to [removed: retirement through an integrated suite of solutions including recruiting, onboarding, HR, time and attendance and employee benefits.][added: retirement.]

Clients can select the modules they need and easily customize solutions as they [removed: grow.][added: grow including Payroll, HR, Talent Acquisition, Talent Management, Benefits Administration and Workforce Management.]

Our HR business partners are available to provide our ASO and PEO clients with [removed: specific] guidance on HR issues.

[removed: In addition, we] [added: We] have approximately 250 compliance professionals who are in real-time contact with tax agencies and regulators to understand upcoming or newly enacted laws and [removed: regulations and advocate for our clients’ interests.][added: regulations.]

[removed: Within this space, we serve] [added: We provide HCM solutions to] a diverse client base operating in a broad range of industries throughout the U.S. and parts of Europe.

The flexibility and scalability of our solutions [removed: allow] [added: enable] our clients to select the best solution that meets their needs.

We utilize service agreements and arrangements with clients that generally do not contain specified contract periods and may be terminated by either party with [removed: 30-days] [added: 30-days’] notice of termination.

For fiscal [removed: 2024,] [added: 2025, our] client retention [added: of Paychex clients] was in the range of 82% to 83% of our beginning client base.

[removed: Within our HCM solutions, we] [added: We] offer a comprehensive portfolio of HCM technology and HR advisory solutions that [removed: allow] [added: enable] our clients to meet their diverse HR and payroll needs.

Payroll [removed: processing] solutions: Our payroll processing solutions include the calculation, preparation, and delivery of employee payroll checks; production of internal accounting records and management reports; preparation of federal, state, and local payroll tax returns; and collection and remittance of clients’ payroll obligations.

[removed: Employee payment solutions: Our employee payment solutions] [added: We] provide [removed: an employer] [added: employers] the option of paying their employees by direct deposit, payroll debit card, a check drawn on a Paychex [removed: account (Readychex®),] [added: account,] or a check drawn on the employer’s account and electronically signed by [removed: us.][added: us, or by ACH.]

[removed: HR] [added: ASO] solutions: Our HR solutions allow businesses to outsource and simplify their HR administration and compliance support.

Retirement [removed: solutions administration:] [added: solutions:] Our retirement solutions [removed: line offers] [added: offer] a variety of options to employers, including 401(k) plans, [removed: 401(k)] SIMPLE [removed: plans, SIMPLE] [added: and SEP] IRAs, [removed: 401(k) plans with safe harbor provisions, owner-only 401(k) plans,] [added: and] Pooled Employer Plans, [removed: profit sharing plans, and money purchase plans.][added: among others.]

We are the largest 401(k) recordkeeper for small businesses in the U.S. Our large-market retirement [removed: services] [added: solutions] include relationships with financial advisors.

[removed: Paychex HR Online offers powerful] [added: Talent management: Powerful] tools for managing employee [removed: personnel information,] [added: development and retention, spanning] performance management, HR compliance, [added: career development,] and reporting.

We specialize in helping clients adapt to the rapidly evolving environment.

On April 14, 2025, we completed our acquisition of Paycor HCM, Inc. ("Paycor"), a leading provider of HCM, payroll and talent software.

The transaction aims to enhance the Company’s capabilities upmarket, expand its sales force and enhance its suite of AI-driven HCM solutions.

We have a robust product roadmap that is focused on enhancing our ability to address the needs of our customers and prospective customers.

SurePayroll serves the digitally driven small business self-service market.

Paychex Flex is our proprietary HCM Software-as-a-Service (“SaaS”) platform for small and medium-sized businesses.

Paycor is our primary SaaS-based HCM platform for larger businesses with more complex needs.

Our powerful calculation engine enables fast and accurate payroll processing.

We give employees flexibility to access earned pay before the scheduled pay date.

HR management: A comprehensive suite of HCM tools spanning HR, regulatory compliance, compensation management, employee surveys, expense management, reporting and analytics.

Robust workflows and approval capabilities help leaders expedite and automate their most common tasks.

Digital communication and engagement solutions help strengthen connections and keep associates engaged.

Talent acquisition: Innovative set of tools designed to streamline and optimize the entire hiring process, from sourcing and attracting candidates to managing the recruiting process.

This all-in-one solution empowers HR teams to efficiently manage talent acquisition, improve time-to-hire, and make data-driven decisions to build a high-performing workforce.

Workforce management: Comprehensive workforce management solutions to optimize labor costs and enhance productivity through integrated time and attendance, scheduling, and labor management tools.

Paychex integrates these capabilities within its core platform, providing features for job costing, labor distribution, and expense management for detailed control over operational spending.

For upmarket and enterprise clients, the offering emphasizes automation and analytics, featuring AI-powered labor forecasting, real-time overtime insights, and robust employee self-service capabilities for tasks like mobile punch-in and shift trading.

Benefits administration: Software that provides comprehensive benefit administration capabilities for streamlined plan set-up, configuration, and management.

It facilitates a simplified and engaging experience for employees during open enrollment and for life event-based changes through intuitive self-service tools.

The platform supports a wide array of benefit types, including group health, FSA/HSA, and voluntary benefits, and includes features for compliance management, such as COBRA administration.

For seamless operations, it features robust reporting and analytics for administrators and ensures data accuracy through direct carrier connectivity, which automates the transfer of enrollment information to benefit carriers.

Partner marketplaces: Paychex Flex Perks is a curated digital marketplace for employee benefits, including early access to earned wages, financial wellness solutions, and voluntary lifestyle benefits.

Paycor’s

Marketplace provides businesses best-in-breed third-party applications and trusted technology partners to seamlessly connect their favorite solutions to Paycor.

Funding solutions: We offer various funding solutions.

We provide comprehensive employment outsourcing and insurance solutions to best meet our clients’ needs.

Complementing our direct sales, our Embedded HCM Solution partnerships efficiently extend our distribution while providing a modern, holistic solution to customers.

We provide a free online portal, Paychex Partner Pro, designed to provide accountants quick access to critical data, reporting, and insights for their clients using Paychex Flex.

This innovative portal transforms how CPAs manage their portfolios by providing a centralized hub for accessing client payroll and HR data, resolving issues, and identifying missing information, empowering them to operate with greater efficiency and proactivity in serving their clients.

We also have long-standing relationships with health insurance and retirement benefits brokers, including large national partners.

We recently launched the Partner+ Program to foster broker relationships and drive mutual growth.

We now have a broader suite of solutions to offer brokers, which can supplement their offerings to clients, and the Partner+ Program provides a structured framework designed to safeguard mutual clients from competing products.

In addition, our Partner Portal provides brokers exclusive access to advanced HCM solutions, new revenue streams, and data-driven insights.

Paychex WORX and the Paycor HR Center for Excellence provide information on the latest trends, best practices, and industry benchmarks designed to drive business success.

After four consecutive years ranking among the top ten, Paychex was inducted into the Training Hall of Fame in 2025.

We specialize in helping small- to medium-sized businesses who do not have the resources or expertise to adapt to the constantly evolving environment.

[Table of Contents](#tableofcontents)

predictive analytics and AI models, and increased AI investments to improve efficiency, enhance the customer experience, and unlock new growth opportunities.

Our solutions bring together payroll and HCM software with HR and compliance expertise, along with flexible, personalized, and technology-enabled support capabilities.

As businesses operate in a tight labor market, having an online portal for employee self-service that is intuitive and easy-to-use helps increase employee retention and efficiency for our customers.

It utilizes a single cloud-based platform, with single client and employee records.

In addition, Paychex Flex presents function-focused analytics throughout the platform, providing HR leaders with data to make more informed business decisions.

Paychex Flex uses a device-independent design throughout the HCM suite, which allows full functionality of all application components, regardless of device or screen size.

We believe our Paychex mobile solutions add greater value and convenience for our clients and their employees by allowing them instant access on their mobile device, and usage of our mobile and self-service capabilities continue to grow.

HR and Compliance Expertise: Paychex augments its HCM software solutions with 50+ years of experience.

Technology-Enabled Client Service: Paychex Flex also provides technology-enabled service with options that include self-service, a 24/7 dedicated service center, an individual payroll specialist, and integrated service via a multi-product service center.

In addition, medium-sized clients can utilize a relationship manager for more personalized service.

This flexible platform services our small- to medium-sized clients and a portion of our PEO business.

Within Paychex Flex, we leverage embedded AI to assist our clients.

Our Paychex Flex Intelligence Engine allows individual preference on learning style - via written how-to-documents, tutorial-style video vignettes, or guided interactive tours.

The Paychex Flex Intelligence Engine also includes the Flex Assistant, a customer service chatbot that can answer questions across thousands of topics and provides access to over 1,200 instructional resources.

At any time, a live Paychex agent is just a click away, with the entire chat conversation available in real-time to provide a more personalized service experience.

The Flex Assistant consistently handles nearly two-thirds of questions that would otherwise reach a payroll/HR functionary or a customer service representative, with high satisfaction scores.

The platform embeds self-service capabilities that empower client employees to manage their HR and benefits information from any location, on any device.

These self-service capabilities allow for greater access and convenience for client employees and greater productivity for clients.

Paychex has HR solutions to fit the needs of any small- to medium-sized business, from do-it-yourself payroll to comprehensive HR outsourcing.

The target market for our integrated HCM solutions is small- to medium-sized businesses.

We support our small-business clients, reducing the complexity and risk of running their own payroll, while ensuring greater accuracy with up-to-date tax rates and regulatory information.

We simplify their payroll with a combination of our solutions and customer support options for a quick and easy payday.

Clients may choose to have our service team handle everything for them, or process payroll themselves utilizing our proprietary, robust SaaS Paychex Flex platform and our SurePayroll® SaaS-based solutions.

Both solutions allow users to process payroll when they want, how they want, and on any device (desktop, tablet, and mobile phone).

While Paychex Flex is our primary SaaS-based platform utilized by the majority of our clients for their HCM needs, there are some clients that use other platforms, including SurePayroll clients, and certain PEO clients.

Both our small- and medium-sized clients can choose one of our comprehensive HR outsourcing services, which include ASO and PEO solutions, and participate in our benefits offerings, which include our insurance and retirement services.

Our insurance services simplify the insurance process to make it easy to find plans with the features and affordability to meet the client’s needs.

Our retirement services solutions offer many plan design options to meet the client’s requirements, as well as various investment options.

Description of Solutions

Clients can select solutions on an á la carte basis or as part of various solution bundles.

Our offerings often leverage the information gathered in our base payroll processing service, allowing us to provide comprehensive outsourcing services covering the HCM spectrum.

Our portfolio of solutions is comprised of the following:

Payroll tax administration solutions: Payroll tax administration solutions provide for accurate preparation and timely filing of quarterly and year-end tax returns, as well as the electronic transfer of funds to the applicable federal, state, and local tax or regulatory agencies.

In connection with these services, we electronically collect payroll taxes from clients’ bank accounts, typically on payday, prepare and file the applicable tax returns, and remit taxes to the applicable tax or regulatory agencies on the respective due dates.

These taxes are typically paid between one and 30 days after receipt of collections from clients, with some items extending up to 90 days.

We handle regulatory correspondence, amendments, and penalty and interest disputes.

For each of the first three methods, we electronically collect net payroll from the clients’ bank accounts, typically one business day before payday, and provide payment to the employees on payday.

Our

For the fiscal year ended May 31, [removed: 2024][added: 2025]

As of November [removed: 30, 2023,] [added: 29, 2024,] the last business day of the most recently completed second fiscal quarter, shares held by non-affiliates of the registrant had an aggregate market value of [removed: $32,214,666,636] [added: $47,079,392,331] based on the closing price reported for such date on the NASDAQ Global Select Market.

As of June 30, [removed: 2024, 360,126,911] [added: 2025, 360,243,877] shares of the registrant’s common stock, $0.01 par value, were outstanding.

Portions of the registrant’s definitive proxy statement to be issued in connection with its Annual Meeting of Stockholders to be held on or about October [removed: 10, 2024,] [added: 9, 2025,] to the extent not set forth herein, are incorporated by reference into Part III, Items 10 through 14, inclusive.

For the fiscal year ended May 31, [removed: 2024][added: 2025]

| [Item 1](#business) | [Business](#business) | [removed: 3] [added: 2] | |

| [Item 1A](#riskfactors) | [Risk Factors](#riskfactors) | [removed: 11] [added: 9] | |

| [Item 1B](#unresolvedstaffcomments) | [Unresolved Staff Comments](#unresolvedstaffcomments) | [removed: 16] [added: 15] | |

| [Item 1C](#cybersecurity) | [Cybersecurity](#cybersecurity) | [removed: 17] [added: 16] | |

| [Item 2](#properties) | [Properties](#properties) | [removed: 18] [added: 17] | |

| [Item 3](#legalproceedings) | [Legal Proceedings](#legalproceedings) | [removed: 18] [added: 17] | |

| [Item 4](#minesafetydisclosures) | [Mine Safety Disclosures](#minesafetydisclosures) | [removed: 18] [added: 17] | |

| [Item 5](#marketforcommonequity) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity](#marketforcommonequity) [Securities](#marketforcommonequity) | [removed: 19] [added: 18] | |

| [Item 6](#selectedfinancialdata) | [\[Reserved\]](#selectedfinancialdata) | [removed: 21] [added: 20] | |

| [Item 7](#mda) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#mda) | [removed: 22] [added: 21] | |

| [Item 7A](#marketrisk) | [Quantitative and Qualitative Disclosures About Market Risk](#marketrisk) | [removed: 35] [added: 34] | |

| [Item 9](#changesanddisagreements) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#changesanddisagreements) | [removed: 72] [added: 78] | |

| [Item 9A](#controlsandprocedures) | [Controls and Procedures](#controlsandprocedures) | [removed: 72] [added: 78] | |

| [Item 9B](#otherinformation) | [Other Information](#otherinformation) | [removed: 72] [added: 78] | |

| [Item 9C](#disclosureregardingforeignjurisdictions) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#disclosureregardingforeignjurisdictions) | [removed: 72] [added: 78] | |

| [Item 10](#directorsexecutiveofficers) | [Directors, Executive Officers and Corporate Governance](#directorsexecutiveofficers) | [removed: 73] [added: 79] | |

| [Item 11](#executivecompensation) | [Executive Compensation](#executivecompensation) | [removed: 74] [added: 81] | |

| [Item 12](#securityownership) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#securityownership) | [removed: 75] [added: 81] | |

| [Item 13](#certainrelationships) | [Certain Relationships and Related Transactions, and Director Independence](#certainrelationships) | [removed: 75] [added: 82] | |

| [Item 14](#principalaccountingfees) | [Principal Accounting Fees and Services](#principalaccountingfees) | [removed: 75] [added: 82] | |

| [Item 15](#exhibitsandfinancialstatementschedules) | [Exhibits and Financial Statement Schedules](#exhibitsandfinancialstatementschedules) | [removed: 76] [added: 83] | |

| [Item 16](#item_16) | [Form 10-K Summary](#item_16) | [removed: 78] [added: 85] | |

| | [Signatures](#signatures) | [removed: 79] [added: 86] | |

Forward-looking statements can be identified by such words and phrases as “expect,” “estimate,” “intend,” “intent,” “outlook,” “will,” “would,” [added: “guidance,”] “projections,” “strategy,” “mission,” “anticipate,” “believe,” [added: “can,”] “could,” [added: “design,” “look forward,”] “may,” “target,” [added: “possible,”] “potential,” “purpose,” “design,” [removed: “might,”and] [added: “might,” “should,” and] other similar words or phrases.

Examples of forward-looking statements include, among others, statements we make regarding [added: the integration of Paycor HCM, Inc. ("Paycor"),] operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to our outlook, revenue growth, earnings, earnings-per-share growth, [removed: or] [added: and] similar projections.

Because forward-looking statements relate to the future, they are subject to [removed: inherent] [added: known and unknown] uncertainties, risks, [removed: and] changes in [removed: circumstances] [added: circumstances, and other factors] that are difficult to predict, many of which are outside our control.

Our actual [added: performance and outcomes, including without limitation, our actual] results and financial condition may differ materially from those indicated in [added: or suggested by] the forward-looking statements.

Therefore, you should not [removed: place undue reliance upon] [added: rely on] any of these forward-looking statements.

risks related to acquisitions and the integration of the businesses we [removed: acquire;][added: acquire, including risks related to the integration of Paycor;]

our failure to comply with covenants in our [added: corporate bonds and] debt agreements;

Our investor presentation regarding the financial results for the fiscal year ended May 31, [removed: 2024] [added: 2025] is available and accessible on our Paychex Investor Relations portal at https://investor.paychex.com.

Forward-looking statements include, without limitation, all matters that are not historical facts.

our ability to attract and retain qualified people; and

[Table of Contents](#tableofcontents)

changes in the availability and retention of qualified people; and

We maintain a program designed to assess and manage the cybersecurity-related risk associated with third-party service providers that we rely on as part of providing [removed: services] [added: solutions] to our clients.

As of May 31, [removed: 2024,] [added: 2025,] we are not aware of any risks from cybersecurity [removed: threats] [added: threats, including as a result of any previous cybersecurity incidents,] that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, and financial condition.

Our management is responsible for implementing our security program, which is overseen by our Security Governance Council (the “SGC”) that regularly reports to our [removed: CEO] [added: Chief Executive Officer] and Audit Committee.

[removed: The] members of the SGC are comprised of our executives and managers who understand our business operations, including but not limited to individuals [added: from the following departments: Operations, Information Technology, Finance, Internal Audit, Legal, Human Resources and Organizational Development, and Risk Management.]

Prior to joining Paychex in [removed: November 2008,] [added: October 2012,] he held senior [added: technology] leadership positions at [removed: several technology, financial services, and HCM] [added: two telecommunications] companies.

We owned and leased the following properties as of May 31, [removed: 2024:][added: 2025:]

| Other U.S. locations | | | [removed: 30,000] [added: 166,000] | |

| Total owned facilities | | | [removed: 862,000] [added: 998,000] | |

| Other U.S. locations | | | [removed: 895,000] [added: 865,000] | |

| International locations | | | [removed: 179,000] [added: 280,000] | |

| Total leased facilities | | | [removed: 1,127,000] [added: 1,198,000] | |

During the [added: fiscal] fourth quarter [removed: of fiscal] [added: ended May 31,] 2024, the Company focused on cost optimization initiatives, including further [removed: consolidation of our] [added: reductions to the Company's] geographic footprint.

As of June 30, [removed: 2024,] [added: 2025,] there were [removed: 8,229] [added: 7,599] holders of record of our common stock, which includes registered holders and participants in the Paychex, Inc. Dividend Reinvestment and Stock Purchase Plan.

There were also [removed: 3,110] [added: 2,914] participants in the Paychex, Inc. Qualified Employee Stock Purchase Plan and [removed: 3,745] [added: 3,478] participants in the Paychex, Inc. Employee Stock Ownership Plan.

The purpose of [removed: these programs] [added: this program] is to manage common stock dilution.

All shares repurchased during fiscal [removed: 2024] [added: 2025] were retired and were as follows:

| Third quarter | | | — | | | $ | | — | | | | | — | | | $ | | [removed: 400.0] [added: 296.0] | |

| [removed: May 1 to] [added: As of] May [removed: 31, 2024 | | | — | | | $ |] [added: 31,] | [removed: —] | [added: 2025] | | | | [removed: —] | | [added: 2024] | [removed: $] | | [removed: 400.0] | |

The following graph shows a five-year comparison of the total cumulative returns of investing $100 on May 31, [removed: 2019,] [added: 2020,] in Paychex common stock, the S&P 500 Index, and a Peer Group Index.

[removed: ][added: ]

| May 31, | | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | [added: | 2025 | | |]

The Peer Group was [added: not] adjusted for fiscal [removed: 2024.][added: 2025.]

Our Peer Group for fiscal [removed: 2024] [added: 2025] is comprised of the following companies:

| Corpay, [removed: Inc.(1)] [added: Inc.] | | Jack Henry & Associates, Inc. |

Management’s Discussion and Analysis of Financial Condition and Results of Operations reviews the operating results of Paychex, Inc. and its wholly owned subsidiaries (“Paychex,” the “Company,” “we,” “our,” or “us”) for our fiscal year ended May 31, [removed: 2024] [added: 2025] (“fiscal [removed: 2024”] [added: 2025”] or the “fiscal year”), as compared to our fiscal year ended May 31, [removed: 2023] [added: 2024] (“fiscal [removed: 2023”),] [added: 2024”),] and our financial condition as of May 31, [removed: 2024.][added: 2025.]

A detailed review of our fiscal [removed: 2023] [added: 2024] performance compared to our fiscal year ended May 31, [removed: 2022] [added: 2023] performance and our financial condition as of May 31, [removed: 2023] [added: 2024] is set forth in Part II, Item 7 of our Annual Report on Form 10-K (“Form 10-K”) for fiscal [removed: 2023.][added: 2024.]

We are an industry-leading human capital management (“HCM”) company delivering a full suite of technology and advisory [removed: services] [added: solutions] in human resources (“HR”), employee benefits, insurance, and payroll for [removed: small- to medium-sized] businesses and their employees across the United States (“U.S.”) and parts of Europe.

Clients may choose from a breadth of solutions that also allow integration with some of the most popular HR, accounting, [removed: point-of-sale,] [added: ERP,] and [removed: productivity] [added: point-of-sale] applications on the market today.

[removed: We support our small-business] [added: Paychex supports its] clients [removed: by utilizing our] [added: through its] proprietary, [removed: robust, software as a service (“SaaS”)] [added: robust] Paychex Flex® [removed: platform] [added: platform, Paycor] and the Company’s SurePayroll® SaaS-based solutions.

Our [removed: medium-sized] [added: larger] clients generally have more complex payroll and employee benefit needs, though with the environment of increasing regulations, we believe the need for HR outsourcing [removed: services] [added: solutions] has been moving down-market.

Any of our clients on Paychex Flex [added: or Paycor] can opt for the integrated suite of HCM solutions, which [removed: allows] [added: enables] clients to choose the service and software solutions that will meet the needs of their business.

Our mission is to be the leading provider of HR, employee benefits, insurance, and payroll solutions by being an essential partner to [removed: small- and medium-sized] businesses across the U.S. and parts of Europe.

Our strategy focuses on providing industry-leading, integrated technology; [removed: delivering superior customer experiences; expanding our leadership in HR;] growing our client [removed: bases;] [added: base; expanding our share of wallet; driving technology innovation;] and [removed: engaging in] [added: pursuing] strategic acquisitions.

We closely monitor the evolving challenges and needs of [removed: small- and medium-sized businesses,] [added: our clients,] and proactively aid our clients in navigating [removed: these challenges.][added: macroeconomic challenges, legislative changes, and other complexities they may face.]

Fiscal [removed: 2024] [added: 2025] Business Highlights

Highlights compared to fiscal [removed: 2023] [added: 2024] are as follows:

| In millions, except per share amounts | | [removed: 2024] [added: 2025] | | | | | [removed: 2023] [added: 2024] | | | | | Change(3) | | | |

| [removed: Total revenue] [added: Total revenue] | | [removed: $] | | [removed: 5,278.3] [added: 5,571.7] | | | [removed: $] | | [removed: 5,007.1] [added: 5,278.3] | | | | [removed: 5] | [added: 5,007.1] | [removed: %] |

| [removed: Operating income] [added: Operating income] | | [removed: $] | | [removed: 2,174.1] [added: 2,207.7] | | | [removed: $] | | [removed: 2,033.1] [added: 2,174.1] | | | | [removed: 7] | [added: 2,033.1] | [removed: %] |

| [removed: Net income] [added: Net income] | | [removed: $] [added: $] | | [removed: 1,690.4] [added: 1,657.3] | | | [removed: $] [added: $] | | [removed: 1,557.3] [added: 1,690.4] | | | [added: $] | [removed: 9] | [added: 1,557.3] | [removed: %] |

The

Our CISO reports to our Vice President of Platform and Technology Services, who has over two decades of technology leadership experience and has earned a relevant degree.

Our VP of Platform and Technology Services leads the teams responsible for the Company's core technology platforms.

During fiscal 2025, we acquired various owned and leased properties with our acquisition of Paycor and an immaterial acquisition.

We obtained facilities in various locations in the U.S. and Serbia, that house service centers, fulfillment centers, sales, information technology, and ancillary services.

The square footage table above excludes one lease entered into but has yet to commence for space in other U.S. locations and has square footage of 44,000.

| | | Fiscal 2025 | | | | | | | | | | | | | | | | | |

| First quarter | | | 0.8 | | | $ | | 125.50 | | | $ | | 104.0 | | | $ | | 296.0 | |

| Second quarter | | | — | | | $ | | — | | | | | — | | | $ | | 296.0 | |

| March 1 to March 31, 2025 | | | — | | | $ | | — | | | | | — | | | $ | | 296.0 | |

| April 1 to April 30, 2025 | | | — | | | $ | | — | | | | | — | | | $ | | 296.0 | |

| May 1 to May 31, 2025 | | | — | | | $ | | — | | | | | — | | | $ | | 296.0 | |

| Fiscal year | | | 0.8 | | | $ | | 125.50 | | | $ | | 104.0 | | | | | | |

| Paychex | | $ | 100.00 | | | $ | 144.16 | | | $ | 180.70 | | | $ | 157.41 | | | $ | 185.79 | | | $ | 251.16 | |

| S&P 500 | | $ | 100.00 | | | $ | 140.30 | | | $ | 139.86 | | | $ | 143.91 | | | $ | 184.45 | | | $ | 209.35 | |

| Peer Group | | $ | 100.00 | | | $ | 127.00 | | | $ | 118.53 | | | $ | 121.82 | | | $ | 153.68 | | | $ | 186.69 | |

We support our clients through our proprietary, robust, SurePayroll® SaaS-based solutions, Paychex Flex® and Paycor.

On April 14, 2025, we completed our acquisition of Paycor HCM, Inc. ("Paycor"), a leading provider of HCM, payroll and talent software.

This acquisition extends our upmarket position and expands our suite of HR technology and advisory solutions.

Refer to the “Liquidity and Capital Resources” section of this Item 7 for additional information.

| Net income | | $ | | 1,657.3 | | | $ | | 1,690.4 | | | | (2 | ) | % |

| Total revenue | | | | 5,571.7 | | | | | | 5,278.3 | | | | | 6 | | % |

| Interest expense | | | | (105.4 | ) | | | | | (37.3 | ) | | | n/m | | | |

| Income before income taxes | | | | 2,175.9 | | | | | | 2,218.0 | | | | | (2 | ) | % |

| Net income | | $ | | 1,657.3 | | | | $ | | 1,690.4 | | | | | (2 | ) | % |

Total revenue increased to $5.6 billion for fiscal 2025, reflecting an increase of 6% compared to the prior year.

The acquisition of Paycor; offset by

Excluding the acquisition of Paycor, Management Solutions revenue increased by 3% compared to the prior year.

Increase in PEO insurance revenues.

The acquisition of Paycor.

Excluding the acquisition of Paycor, interest on funds held for clients increased by 7% compared to the prior year.

We invest in highly liquid, investment-grade fixed income securities.

The following table summarizes the components of total expenses:

| Core business operations: | | | | | | | | | | | | | | | |

| Compensation-related expenses | | $ | | 1,853.0 | | | $ | | 1,810.4 | | | | 2 | | % |

| PEO direct insurance costs | | | | 520.1 | | | | | 471.3 | | | | 10 | | % |

| Depreciation and amortization | | | | 168.8 | | | | | 176.5 | | | | (4 | ) | % |

| Non-core business operations: | | | | | | | | | | | | | | | |

| Acquisition-related costs | | | | 162.3 | | | | | — | | | n/m | | | |

| Total expenses | | $ | | 3,364.0 | | | $ | | 3,104.2 | | | | 8 | | % |

from the following departments: Operations, Information Technology, Finance, Internal Audit, Legal, Human Resources and Organizational Development, and Risk Management.

Our CISO reports to our Senior Vice President of Information Technology and Product Development (“SVP of IT and PD”).

Our SVP of IT and PD has over 45 years of experience in the field of information technology and has earned a relevant degree.

| | | | | |

| --- | --- | --- | --- | --- |

As such, the Company ceased the use of certain leased properties in Rochester, New York and Other U.S. locations.

We believe that adequate, suitable lease space will continue to be available to meet our needs.

In July 2021, our Board approved a program to repurchase up to $400.0 million of our common stock with authorization expiring on January 31, 2024, at which time $157.9 million of unused repurchase authorization expired.

| | | Fiscal 2024 | | | | | | | | | | | | | | | | | |

| First quarter | | | — | | | $ | | — | | | $ | | — | | | $ | | 327.1 | |

| Second quarter | | | 1.5 | | | $ | | 115.37 | | | | | 169.2 | | | $ | | 157.9 | |

| March 1 to March 31, 2024 | | | — | | | $ | | — | | | | | — | | | $ | | 400.0 | |

| April 1 to April 30, 2024 | | | — | | | $ | | — | | | | | — | | | $ | | 400.0 | |

| Fiscal year | | | 1.5 | | | $ | | 115.37 | | | $ | | 169.2 | | | | | | |

| Paychex | | $ | 100.00 | | | $ | 86.97 | | | $ | 125.38 | | | $ | 157.16 | | | $ | 136.91 | | | $ | 161.59 | |

| S&P 500 | | $ | 100.00 | | | $ | 112.82 | | | $ | 158.29 | | | $ | 157.79 | | | $ | 162.36 | | | $ | 208.09 | |

| New Peer Group | | $ | 100.00 | | | $ | 113.08 | | | $ | 143.61 | | | $ | 134.03 | | | $ | 137.76 | | | $ | 173.78 | |

| Old Peer Group | | $ | 100.00 | | | $ | 111.95 | | | $ | 143.99 | | | $ | 134.44 | | | $ | 136.11 | | | $ | 171.83 | |

Bread Financial Holdings, Inc., H&R Block, Inc., and The Western Union Company were removed and replaced with Euronet Worldwide, Inc., Fair Isaac Corporation, Jack Henry & Associates, Inc., SS&C Technologies Holdings, Inc., and WEX, Inc., companies that are aligned with the Paychex business.

Both the old and new peer groups are presented for this year of transition.

(1)

FleetCor Technologies, Inc. rebranded as Corpay, Inc. on March 25, 2024.

These offerings are included as part of the integrated HCM solutions within Paychex Flex or provided through the PEO platform.

| Paychex HR solutions and PEO clients | | | | 74,000 | | | | | 71,000 | | | | 5 | | % |

These initiatives are directed at generating additional cost savings for us and providing greater value to our customers.

Higher health insurance premiums; and

Growth in ancillary services.

Lower realized losses on investment sales.

We invest in highly liquid, investment-grade fixed income securities and do not utilize derivative instruments to manage interest rate risk.

Higher compensation costs due to increases in average wages.

These initiatives will provide ongoing savings in rent, facilities maintenance, and wage-related expenses.

| Operating margin (operating income as a percentage of total revenue) | | | | 41.2 | | % | | | | 40.6 | | % |

| Adjusted operating margin(1) (operating income, adjusted for one-time items, as a percentage of total revenue) | | | | 41.9 | | % | | | | 40.6 | | % |

| Total non-GAAP adjustments | | | | 18.7 | | | | | (8.9 | ) | | | | | |

| Total non-GAAP adjustments | | | | 0.05 | | | | | (0.02 | ) | | | | | |

| Total non-GAAP adjustments | | | | 658.7 | | | | | 655.1 | | | | | | |

The use of any non-GAAP

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

On April 12, 2024, we and Paychex of New York LLC, a Delaware limited liability company (“PoNY”), entered into an amendment (the “2019 Credit Facility Amendment”) to our $1.0 billion, five-year, unsecured, revolving credit facility (the “2019 Credit Facility”), for which JPM acts as Administrative Agent.

The following table shows the executive officers of the Company as of May 31, [removed: 2024,] [added: 2025,] and information regarding their positions and business experience.

| John B. Gibson | | [removed: 58] [added: 59] | | Mr. Gibson has served as President and CEO of the Company since October 2022. Prior to serving as President and CEO, Mr. Gibson was promoted to the role of President and Chief Operating Officer in December 2021, leading the daily operations of the company, including sales, service, marketing, and management. Mr. Gibson joined Paychex as Senior Vice President of Service in May 2013, bringing with him more than 20 years of experience in HR solutions, technology, and business services. Prior to Paychex, Mr. Gibson served in senior executive positions at HR outsourcing and technology companies, including Ameritech (now AT&T) and Convergys, where he served as president of the HR management division providing comprehensive global HR solutions to clients in 68 countries. |

| Robert L. Schrader | | [removed: 52] [added: 53] | | Mr. Schrader has served as Chief Financial Officer since October 2023 and is a member of the Executive Committee. He joined the Company in December 2014 and previously held roles as Vice President, Finance and Investor Relations, Vice President and Controller, Senior Director of Financial Planning and Analysis and Director of Internal Audit. Prior to joining Paychex, he served as a Chief Financial Officer for Unither Manufacturing, LLC, and held various senior management positions during his ten-year career at Bausch & Lomb, including Vice President of Finance and Controller of Global Quality and Operations. Previously in his career, he held leadership roles with a public accounting firm. |

| Mason Argiropoulos | | [removed: 46] [added: 47] | | Mr. Argiropoulos joined the Company as Chief Human Resources Officer in April 2024 and is a member of the Executive Committee. From 2018 to 2024, Mr. Argiropoulos served as Chief Human Resources Officer for UnitedLex, a global legal services provider. Prior to his time at UnitedLex, Mr. Argiropoulos held various senior management positions at iQor, a global business process outsourcing firm, including serving as Chief Human Resources Officer from 2012 to 2018. |

| Sipi Bhandari | | [removed: 53] [added: 54] | | Ms. Bhandari joined the Company as Chief Legal Officer, Chief Ethics Officer and Secretary in May 2024 and is a member of the Executive Committee. Before joining the Company, Ms. Bhandari served as SVP, Deputy General Counsel and Corporate Secretary at AIG from 2022 to 2024. Prior to joining AIG, Ms. Bhandari held a number of senior leadership roles at FreddieMac from 2020 to 2022, Deutsche Bank from 2007 to 2020, and Viacom (now Paramount Global). Previously, Ms. Bhandari was an associate at Davis Polk & Wardwell after beginning her legal career as a law clerk for the Hon. John M. Duhé, Jr. of the Fifth Circuit Court of Appeals. |

| Mark A. Bottini | | [removed: 63] [added: 64] | | Mr. Bottini joined Paychex in October 2011 as Senior Vice President of Sales and is a member of the Executive Committee. From 2008 to 2011, Mr. Bottini served as Vice President of Sales for Ricoh, North America, a provider of advanced office technology and innovative document imaging products, services, and software. He assumed his most recent position with Ricoh when Ricoh acquired IKON Office Solutions, Inc. During his nearly 20 years with IKON, Mr. Bottini served in a variety of sales leadership and field management roles. |

| Michael E. Gioja | | [removed: 66] [added: 67] | | Mr. Gioja was named Senior Vice President of [removed: Information Technology and] Product Development [added: and Information Technology] in July 2011 and is a member of the Executive Committee. Mr. Gioja has been with the Company since November 2008 and previously served as Senior Vice President of Information, Technology, Product Management, and Development and Vice President of Product Management. Previously, he was Chief Information Officer and Executive Vice President of Products and Services for Workstream, Inc., a provider of on-demand enterprise talent management solutions and services. |

| Elizabeth Roaldsen | | [removed: 52] [added: 53] | | Ms. Roaldsen joined the Company in May 2023 as Senior Vice President of Operations and Customer Experience and is a member of the Executive Committee. Prior to joining the Company, she served as Managing Director, head of enterprise business services, and wholesale banking at HSBC from 2021 through 2023. Previously, Ms. Roaldsen served in various roles of increasing responsibility at State Street Corporation from 2010 to 2021, most recently as Executive Vice President Head of Global Operations and Asset Servicing. |

| Beaumont Vance | | [removed: 55] [added: 56] | | Mr. Vance joined the Company as Senior Vice President of Data, Analytics, and [removed: AI] [added: Artificial Intelligence] in March 2024 and is a member of the Executive Committee. From 2021 to 2024, Mr. Vance served as Managing Director of AI and Investments at WestCap Management, a private equity firm. Prior to WestCap, he spent time at TD Ameritrade from 2017 to 2021, Fidelity, Sun Microsystems, and Vicorp Restaurants primarily in Data Science, Risk Management, and AI leadership roles. |

| Christopher Simmons | | [removed: 55] [added: 56] | | Mr. Simmons was named Vice President, Controller and Treasurer in October 2023. Mr. Simmons joined the Company in 2014 and has held various leadership roles within the corporate finance department, most recently as Vice President and Treasurer. Prior to joining the Company, Mr. Simmons held various senior management positions, including Global Vice President of Corporate Taxes and Director of External Tax Reporting at Bausch & Lomb. Before joining Bausch & Lomb, he held leadership roles with the tax consulting practice of a global public accounting firm. |

The additional information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 10, 2024,] [added: 9, 2025,] in the sections “PROPOSAL 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM,” “CORPORATE GOVERNANCE,” “DELINQUENT SECTION 16(A) REPORTS” and “CODE OF BUSINESS ETHICS AND CONDUCT” and is incorporated herein by reference.

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 10, 2024,] [added: 9, 2025,] in the sections “COMPENSATION DISCUSSION AND ANALYSIS,” “NAMED EXECUTIVE OFFICER COMPENSATION,” “DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED MAY 31, [removed: 2024,”] [added: 2025,”] “THE COMPENSATION AND LEADERSHIP COMMITTEE REPORT” and the sub-heading “Compensation and Leadership Committee Interlocks and Insider Participation” within the section “CORPORATE GOVERNANCE” and is incorporated herein by reference.

The information required by this item is set forth below and in the Company’s Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 10, 2024,] [added: 9, 2025,] under the section “BENEFICIAL OWNERSHIP OF PAYCHEX COMMON STOCK,” and is incorporated herein by reference.

The following table details information on securities authorized for issuance upon the exercise of outstanding options under the Company’s equity compensation plan as of May 31, [removed: 2024:][added: 2025:]

| Equity compensation plan approved by security holders | | | | [removed: 3.3] [added: 3.0] | | | $ | | [removed: 78.04] [added: 84.33] | | | | | [removed: 13.5] [added: 12.0] | |

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 10, 2024,] [added: 9, 2025,] under the sub-headings “Board Meetings and Committees,” “Policy on Transactions with Related Persons,” and “Transactions with Related Persons” within the section “CORPORATE GOVERNANCE,” and is incorporated herein by reference.

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 10, 2024,] [added: 9, 2025,] under the section “PROPOSAL 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,” and is incorporated herein by reference.

| [added: #] | | | [removed: (3.1)] [added: (10.14)] | | [removed: [Amended] [added: [Paychex, Inc. 2002 Stock Incentive Plan (as amended] and [removed: Restated By-Laws of Paychex, Inc., as of May 1, 2020,] [added: restated effective October 15, 2020),] incorporated herein by reference from Exhibit [removed: 3.1] [added: 10.23] to the [removed: Company’s] [added: Company's] Form [removed: 8-K] [added: 10-K] filed with the Commission on [removed: May 5, 2020.](https://www.sec.gov/Archives/edgar/data/723531/000072353120000025/payx-20200501xex3_1.htm)] [added: July 16, 2021.](https://www.sec.gov/Archives/edgar/data/723531/000072353121000035/payx-20210531xex10_23.htm)] |

| | | | [removed: (4.3)] [added: (4.8)] | | [Description of Registrant’s Securities, incorporated herein by reference from Exhibit 4.3 to the Company’s Form 10-K filed with the Commission on July 24, 2019.](https://www.sec.gov/Archives/edgar/data/723531/000072353119000032/payx-20190531xex4_3.htm) |

| # | | | [removed: (10.2)] [added: (10.6)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 14, [removed: 2015),] [added: 2015) Amendment to Award Agreements,] incorporated herein by reference from Exhibit [removed: 4.3] [added: 10.2] to the Company’s [removed: Registration Statement on] Form [removed: S-8, No. 333-207592](https://www.sec.gov/Archives/edgar/data/723531/000072353115000019/exhibit43paychex2002stocki.htm).] [added: 8-K filed with the Commission on September 8, 2017](https://www.sec.gov/Archives/edgar/data/723531/000072353117000029/payx-20170908xex10_2.htm).] |

| # | | | [removed: (10.3)] [added: (10.21)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 12, 2005)] [added: 15, 2020) Amended] Form of Non-Qualified Stock Option Award Agreement [removed: (Officer),] [added: (Board),] incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.19] [added: 10.7] to the [removed: Company’s] [added: Company's] Form [removed: 10-K] [added: 10-Q] filed with the Commission on [removed: July 16, 2010](https://www.sec.gov/Archives/edgar/data/723531/000095012310066009/l39983exv10w19.htm).] [added: September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_7.htm)] |

| # | | | [removed: (10.4)] [added: (10.22)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 13, 2010)] [added: 15, 2020) Amended] Form of Non-Qualified Stock Option Award Agreement (Board), incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.20] [added: 10.8] to the [removed: Company’s] [added: Company's] Form [removed: 10-K] [added: 10-Q] filed with the Commission on [removed: July 15, 2011](https://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w20.htm).] [added: September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_8.htm)] |

| # | | | [removed: (10.5)] [added: (10.8)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 14, 2015) [added: Amended] Form of [removed: Non-Qualified Stock Option and] Restricted Stock [added: Unit] Award [removed: Agreement LTIP,] [added: Agreement,] incorporated herein by reference from Exhibit [removed: 10.14] [added: 10.1] to the Company’s Form [removed: 10-K] [added: 10-Q] filed with the Commission on [removed: July 22, 2016](https://www.sec.gov/Archives/edgar/data/723531/000072353116000046/payx-20160531xex10_14.htm).] [added: October 4, 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000046/payx-20190831xex10_1.htm).] |

| # | | | [removed: (10.6)] [added: (10.2)] | | [Paychex, Inc. Change In Control Plan, incorporated herein by reference from Exhibit 10.24 to the Company’s Form 10-K filed with the Commission on July 15, 2011](https://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w24.htm). |

| # | | | [removed: (10.7)] [added: (10.4)] | | [Paychex, Inc. [removed: Form of Performance Award Incentive Program,] [added: Board Deferred Compensation Plan,] incorporated herein by reference from Exhibit [removed: 10.25] [added: 10.29] to the Company’s Form 10-K filed with the Commission on July [removed: 15, 2011](https://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w25.htm).] [added: 20, 2009](https://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w29.htm).] |

| | | | [removed: (10.8)] [added: (10.3)] | | [Form of Indemnity Agreement for Directors and Officers, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on March 28, 2012](https://www.sec.gov/Archives/edgar/data/723531/000119312512137499/d299747dex101.htm). |

| # | | | [removed: (10.9)] [added: (10.5)] | | [Paychex, Inc. [removed: Board] [added: Employee] Deferred Compensation Plan, incorporated herein by reference from Exhibit [removed: 10.29] [added: 10.30] to the Company’s Form 10-K filed with the Commission on July 20, [removed: 2009](https://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w29.htm).] [added: 2009](https://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w30.htm).] |

| [removed: #] | | | [removed: (10.10)] [added: (97.1)] | | [removed: [Paychex, Inc. Employee Deferred Compensation Plan,] [added: [Policy For The Recovery Of Erroneously Awarded Compensation,] incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.30] [added: 97.1] to the Company’s Form 10-K filed with the Commission on July [removed: 20, 2009](https://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w30.htm).] [added: 11, 2024.](https://www.sec.gov/Archives/edgar/data/723531/000095017024082958/payx-ex97_1.htm)] |

| # | | | [removed: (10.11)] [added: (10.18)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015)] [added: 15, 2020) Amended] Form of [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award [removed: Agreement,] [added: Agreement (Senior Management),] incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.18] [added: 10.3] to the [removed: Company’s] [added: Company's] Form [removed: 10-K] [added: 10-Q] filed with the Commission on [removed: July 21, 2017](https://www.sec.gov/Archives/edgar/data/723531/000072353117000023/payx-20170531xex10_18.htm).] [added: September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_3.htm)] |

| # | | | [removed: (10.12)] [added: (10.25)] | | [removed: [Paychex] [added: [Paychex,] Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015)] [added: 15, 2020)] Form of [removed: Officer] Performance [removed: Incentive] [added: Restricted Stock Unit] Award [removed: Agreement (Long-Term),] [added: Agreement,] incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.19] [added: 10.1] to the Company’s Form [removed: 10-K] [added: 10-Q] filed with the Commission on [removed: July 21, 2017](https://www.sec.gov/Archives/edgar/data/723531/000072353117000023/payx-20170531xex10_19.htm).] [added: October 1, 2024.](https://www.sec.gov/Archives/edgar/data/723531/000095017024110834/payx-ex10_1.htm)] |

| # | | | [removed: (10.13)] [added: (10.17)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015) Amendment to] [added: 15, 2020) Amended Form of Restricted Stock Unit] Award [removed: Agreements,] [added: Agreement (Officer),] incorporated herein by reference [removed: from] [added: to] Exhibit 10.2 to the [removed: Company’s] [added: Company's] Form [removed: 8-K] [added: 10-Q] filed with the Commission on September [removed: 8, 2017](https://www.sec.gov/Archives/edgar/data/723531/000072353117000029/payx-20170908xex10_2.htm).] [added: 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_2.htm)] |

| | | | [removed: (10.14)] [added: (10.7)] | | [Note Purchase and Guarantee Agreement, dated as of January 9, 2019, by and among the Company, the Parent, and the respective purchasers thereto, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on January 11, 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex10_1.htm). |

| # | | | [removed: (10.15)] [added: (10.16)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015)] [added: 15, 2020)] Amended Form of Restricted Stock Unit Award [removed: Agreement,] [added: Agreement (Board),] incorporated herein by reference [removed: from] [added: to] Exhibit 10.1 to the [removed: Company’s] [added: Company's] Form 10-Q filed with the Commission on [removed: October 4, 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000046/payx-20190831xex10_1.htm).] [added: September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_1.htm)] |

| # | | | [removed: (10.16)] [added: (10.19)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015)] [added: 15, 2020)] Amended Form of Restricted Stock Unit Award Agreement [removed: (Officer),] [added: (Special Award),] incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.2] [added: 10.5] to the [removed: Company’s] [added: Company's] Form 10-Q filed with the Commission on [removed: October 4, 2019.](https://www.sec.gov/Archives/edgar/data/723531/000072353119000046/payx-20190831xex10_2.htm)] [added: September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_5.htm)] |

| # | | | [removed: (10.17)] [added: (10.24)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015) Amended] [added: 15, 2020)] Form of [removed: 2019-2021] Performance [removed: Incentive] [added: Restricted Stock Unit] Award Agreement, incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.3] [added: 10.1] to the Company’s Form 10-Q filed with the Commission on [removed: October 4, 2019.](https://www.sec.gov/Archives/edgar/data/723531/000072353119000046/payx-20190831xex10_3.htm)] [added: September 28, 2023.](https://www.sec.gov/Archives/edgar/data/723531/000095017023050438/payx-ex10_1.htm)] |

| # | | | [removed: (10.18)] [added: (10.20)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015)] [added: 15, 2020)] Amended Form of [removed: Non-Qualified] [added: 2022-2024 Performance Restricted] Stock [removed: Option] [added: Unit] Award Agreement, incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.4] [added: 10.6] to the [removed: Company’s] [added: Company's] Form 10-Q filed with the Commission on [removed: October 4, 2019.](https://www.sec.gov/Archives/edgar/data/723531/000072353119000046/payx-20190831xex10_4.htm)] [added: September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_6.htm)] |

| [removed: #] | | | [removed: (10.19)] [added: (10.15)] | | [removed: [Paychex,] [added: [Amendment No. 1 to Paychex,] Inc. 2002 Stock Incentive Plan (as amended and restated effective October [added: 15, 2020), dated July] 14, [removed: 2015) Master Restricted Stock Unit Award Agreement,] [added: 2022,] incorporated herein by reference from Exhibit [removed: 10.5] [added: 10.1] to the Company’s Form 10-Q filed with the Commission on [removed: October 4, 2019.](https://www.sec.gov/Archives/edgar/data/723531/000072353119000046/payx-20190831xex10_5.htm)] [added: December 22, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022026948/payx-ex10_1.htm)] |

| | | | [removed: (10.20)] [added: (10.9)] | | [2017 Credit Agreement, dated as of August 17, 2017, by and among Paychex of New York, the Company, the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and others, as amended by Amendment No. 1 as of November 21, 2018, Amendment No. 2 as of July 31, 2019, Amendment No. 3 as of September 17, 2021, and Amendment No. 5 as of April 12, 2024, incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed with the Commission on April 16, 2024.](https://www.sec.gov/Archives/edgar/data/723531/000095017024044821/payx-ex10_2.htm) |

| | | | [removed: (10.21)] [added: (10.10)] | | [2019 Credit Agreement, dated as of July 31, 2019, by and among Paychex of New York, the Company, the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and others, as amended by Amendment No. 1 as of September 17, 2021, and Amendment No. 3 as of April 12, 2024, incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Commission on April 16, 2024](https://www.sec.gov/Archives/edgar/data/723531/000095017024044821/payx-ex10_1.htm) |

| | | | [removed: (10.22)] [added: (10.11)] | | [Three-Year Credit Agreement, dated as of February 6, 2020, by and among Paychex Advance LLC, Paychex Inc., and the lender party thereto, incorporate herein by reference from Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on February 11, 2020.](https://www.sec.gov/Archives/edgar/data/723531/000072353120000005/payx-20200206xex10_1.htm) |

| Adam Ante | | 44 | | Mr. Ante joined the Company as Senior Vice President, Paycor and a member of the Executive Committee following the close of the Paychex acquisition of Paycor in April 2025. Mr. Ante had various roles at Paycor from April 2017 through the transition, most recently serving as CFO since September 2019. |

| Ryan Bergstrom | | 46 | | Mr. Bergstrom joined the Company as Chief Product Officer and a member of the Executive Committee following the close of the Paychex acquisition of Paycor in April 2025. He served as Paycor's Chief Product & Technology Officer from January 2024 through April 2025. Mr. Bergstrom served as Chief Product Officer of Paycor from February 2018 through January 2024. Prior to Paycor Mr. Bergstrom held leadership positions with Ultimate Software, Epicor, and Spectrum Human Resource Systems. |

| Chad Parodi | | 53 | | Mr. Parodi was named Senior Vice President of HCM, PEO, and Insurance in February 2025 and is a member of the Executive Committee. He joined the Company in January 2024 as Managing Director, Insurance and PEO. Prior to joining Paychex, Mr. Parodi served as CEO of ClearStar from August 2021 to January 2024. From May 2018 to January 2021, he spent time at XMI. |

| Jason Rose | | 49 | | Mr. Rose joined the Company in August 2024 as Senior Vice President of Digital Sales and Marketing and is a member of the Executive Committee. Most recently, he served as Chief Marketing Officer at Pure Storage from August 2020 to March 2023. Prior to that, Mr. Rose held a variety of positions at SAP including Chief Marketing Officer for SAP Customer Experience, Senior Vice President of Global Programs and Digital Marketing and SVP Marketing for Gigya a startup that was acquired by SAP in 2017. |

| + | | | (2.1) | | [Agreement and Plan of Merger, dated as of January 7, 2025, by and among Paychex, Inc., Skyline Merger Sub, Inc. and Paycor HCM, Inc., incorporated herein by reference from Exhibit 2.1 to the Company’s Form 8-K filed with the Commission on January 7, 2025.](https://www.sec.gov/Archives/edgar/data/723531/000095010325000267/dp223210_ex0201.htm) |

| * | | | (3.1) | | [Amended and Restated By-Laws of Paychex, Inc., as of January 19, 2023.](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex3_1.htm) |

| | | | (4.3) | | [Indenture between Paychex, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, dated April 10, 2025, incorporated herein by reference from Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on April 10, 2025.](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex41.htm) |

| | | | (4.4) | | [First Supplemental Indenture between Paychex, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, dated April 10, 2025, incorporated herein by reference from Exhibit 4.2 to the Company’s Form 8-K filed with the Commission on April 10, 2025](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm) |

| | | | (4.5) | | [Form of Global Note representing the Company’s 5.100% Senior Notes due 2030 (included in Exhibit 4.4), incorporated herein by reference from Exhibit 4.3 to the Company’s Form 8-K filed with the Commission on April 10, 2025](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm) |

| | | | (4.6) | | [Form of Global Note representing the Company’s 5.350% Senior Notes due 2032 (included in Exhibit 4.4), incorporated herein by reference from Exhibit 4.4 to the Company’s Form 8-K filed with the Commission on April 10, 2025](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm) |

| | | | (4.7) | | [Form of Global Note representing the Company’s 5.600% Senior Notes due 2035 (included in Exhibit 4.4), incorporated herein by reference from Exhibit 4.5 to the Company’s Form 8-K filed with the Commission on April 10, 2025](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm) |

| + | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. |

[Table of Contents](#tableofcontents)

Such executive officers hold principal policy-making powers at the Company.

| # | | | (10.32) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Amended Form of 2022-2024 Performance Restricted Stock Unit Award Agreement, incorporated herein by reference to Exhibit 10.6 to the Company's Form 10-Q filed with the Commission on September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_6.htm) |

| # | | | (10.33) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Amended Form of Non-Qualified Stock Option Award Agreement (Board), incorporated herein by reference to Exhibit 10.7 to the Company's Form 10-Q filed with the Commission on September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_7.htm) |

| # | | | (10.34) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Amended Form of Non-Qualified Stock Option Award Agreement (Board), incorporated herein by reference to Exhibit 10.8 to the Company's Form 10-Q filed with the Commission on September 29, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_8.htm) |

| # | | | (10.35) | | [Amendment to Award Agreements of Martin Mucci under the Amended and Restated 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020), dated as of October 14, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on December 22, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022026948/payx-ex10_2.htm) |

| # | | | (10.36) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Performance Restricted Stock Unit Award Agreement, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on September 28, 2023.](https://www.sec.gov/Archives/edgar/data/723531/000095017023050438/payx-ex10_1.htm) |

| # | | | (10.37) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Restricted Stock Unit Award Agreement pursuant to 2021 Officer Performance Share Award (Director), incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on September 28, 2023.](https://www.sec.gov/Archives/edgar/data/723531/000095017023050438/payx-ex10_2.htm) |

| * | | | (24.1) | | [Power of Attorney.](https://www.sec.gov/Archives/edgar/data/723531/000095017024082958/payx-ex24_1.htm) |

| * | | | (97.1) | | [Policy For The Recovery Of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/723531/000095017024082958/payx-ex97_1.htm) |

| | |

| --- | --- |

David J.S. Flaschen*, Director

B.

Thomas Golisano*, Director