Paychex (PAYX) 10-K risk factor changes: FY2026 vs FY2025

To maintain our growth strategy, we must adapt and respond to technological advances and technological requirements of our [removed: clients.][added: customers.]

Our future success will depend on our ability to: enhance our current solutions and introduce new solutions in order to keep pace with solutions offered by our competitors, including the successful utilization of AI [added: technologies (including generative AI] and machine learning [removed: solutions;] [added: solutions);] enhance capabilities and increase the performance of our internal systems, particularly our systems that meet our [removed: clients’] [added: customers’] requirements; and adapt to technological advancements and changing industry standards.

[removed: We] [added: In addition, we] continue to make significant investments related to the development of new technology.

If our systems [added: or solutions] become outdated, it may negatively impact our ability to meet performance expectations related to quality, time to market, cost and innovation relative to our competitors.

If we do not integrate and update our systems in a timely manner, [removed: or] if our investments in technology fail to provide the expected results, [added: or if our efforts to target new markets or implement new lines of business are unsuccessful,] there could be a material adverse effect to our business and results of operations.

We may experience software defects, undetected errors, and development delays, which could damage our relationship with [removed: clients,] [added: customers,] decrease our potential profitability and expose us to liability.

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

Defects in our solutions, errors or delays caused by our solutions 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 [removed: clients,] [added: customers,] harm to our reputation and exposure to liability.

A cyberattack, unauthorized intrusion, malicious software infiltration, network disruption or outage, corruption of data, or theft of personal or other sensitive information, could have a material adverse effect on our business operations or that of our [removed: clients,] [added: customers,] result in liability or regulatory sanction, or cause harm to our business and reputation and result in a loss in confidence in our ability to serve [removed: clients] [added: customers] all of which could have a material adverse effect on our business.

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

In addition, threat actors may seek to engage in payment-related fraud or by more frequently attempting to gain access to our systems through phishing or other [removed: means.][added: means that may include, but are not limited to, leveraging stolen identities.]

Data Security and Privacy Leaks: We collect, use, and retain increasingly large amounts of personal information about our [removed: clients,] [added: customers,] employees of our [removed: clients,] [added: customers,] our employees, and other third parties, including: bank account, credit card, [removed: 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.

Furthermore, if any of our solutions contain a software vulnerability, the vulnerability may be exploited to obtain access to our data or our [removed: clients’] [added: customers’] data.

Our service platforms enable our [removed: clients] [added: customers] to store and process personal data on premises or, increasingly, in a cloud-based environment that we host.

Any such breach or unauthorized access could negatively affect our ability to attract new [removed: clients,] [added: customers,] cause existing [removed: clients] [added: customers] to terminate their agreements with us, result in reputational damage, and subject us to lawsuits, regulatory fines, or other actions or liabilities which could materially and adversely affect our business and operating results.

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

Such events may expose us to unexpected liability, litigation, regulatory investigation and penalties, loss of [removed: clients’] [added: customers’] business, unfavorable impact to business reputation, and there could be a material adverse effect on our business and results of operations.

In the event of a catastrophe, our business continuity plan may fail, which could result in the loss of [removed: client] [added: customer] data and adversely interrupt operations.

If the business continuity plan is unsuccessful in a disaster recovery scenario, we could potentially lose [removed: client] [added: customer] data or experience material adverse interruptions to our operations or delivery of services to our [removed: clients.][added: customers.]

As part of providing services to [removed: clients,] [added: customers,] we rely on a number of third-party service providers.

Failure by these service providers, 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 [removed: client] [added: customer] relations, and result in significant penalties or liabilities to us.

There is a possibility that we may be subject to liability for violations of employment or discrimination laws by our [removed: clients] [added: customers] and acts or omissions of [removed: client] [added: customer] employees, who may be deemed to be our agents, even if we do not participate in any such acts or violations.

Although our agreements with [removed: clients] [added: customers] provide that they will indemnify us for any liability attributable to their own or their employees’ conduct, we may not be able to effectively enforce or collect such contractual obligations.

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

Incorporating cost increases into service fees could also impact our ability to attract and retain [removed: clients.][added: customers.]

In addition, an acquisition could adversely impact cash flows and/or operating results, and dilute stockholder interests, for many reasons, including charges to our income to reflect the impairment of acquired intangible assets including goodwill, interest costs and debt service requirements for any debt incurred in connection with an acquisition, [added: costs incurred to enforce our rights under acquisition agreements] and any issuance of securities in connection with an acquisition or new business venture that dilutes or lessens the rights of our current stockholders.

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

The [removed: Agreement, and the] credit agreements providing for our credit [removed: facilities, also] [added: facilities with JP Morgan Chase Bank, N.A.,] contain [added: similar] financial [removed: covenants,] [added: covenants] which [removed: are reviewed for compliance on a quarterly basis, that] [added: also] require us not to exceed a maximum leverage ratio of [removed: 3.5:1.0 and a minimum interest coverage ratio of 2.0:1.0.][added: 3.5:1.0.]

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

The addition of complex added requirements could also increase our cost of doing [removed: business.][added: business and our ability to timely remit funds on behalf of our customers.]

Failure to update our services to comply with modified or new legislation in the areas of payment networks, health care reform and retirement plans as well as failure to educate and assist our [removed: clients] [added: customers] regarding this legislation could adversely impact our business reputation and negatively impact our [removed: client] [added: customer] base.

Our solutions require the storage and transmission of proprietary and confidential information of our [removed: clients] [added: customers] and their employees, including personal or identifying information, as well as geolocation and biometric data.

Additionally, there is uncertainty regarding intellectual property ownership and license rights of AI algorithms and content generated by AI and we could become subject to similar claims of infringement as we expand our use of [removed: AI.][added: AI, enabled by WISE.]

We are involved in litigation from time to time arising from the operation of our business [added: and acquisitions] and, as such, we could incur substantial judgments, fines, legal fees, or other costs.

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

Banking volatility may subject us and our [removed: clients] [added: customers] to losses on uninsured funds and may make equity or debt financing more difficult to obtain, and additional equity or debt financing might not be available on reasonable terms, if at all.

Additionally, our business is substantially dependent on our [removed: clients’] [added: customers’] continued use of our solutions and support, and our results of operations will decline if our [removed: clients] [added: customers] are no longer willing or able to use them.

Our [removed: clients] [added: customers] are sensitive to negative changes in economic conditions.

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

If under financial pressure, our [removed: clients] [added: customers] may determine [removed: that] they are no longer willing to pay for the solutions and support we provide, which would reduce our revenue.

This description reflects our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

We may pursue new target markets or implement new lines of business to grow our customer base, which may not be successful.

For example, we intend to expand sales of solutions beyond our traditional payroll clients and to develop additional standalone offerings that can be sold independent of our core payroll and HCM solutions.

Our use of AI technology and the incorporation of AI technology into our solutions carries risks and challenges that could adversely affect our business, financial condition, results of operations, and prospects.

We have and are increasingly incorporating AI capabilities into many of our solutions, enabled by WISE, and internal processes to enable our customers and our employees to improve efficiency, scalability, and productivity.

The integration of AI into our solutions presents risks and challenges, including that we may be unable to integrate AI technologies into our solutions when or as we expect, that our customers do not welcome or realize the anticipated benefits of such technologies or may use AI technologies from other providers instead of using our services, that new AI technologies may disrupt our industry adding market pressure, that our AI-based solutions could produce inaccurate results or have other unintended consequences, or that our AI-based solutions may expose us to lawsuits, regulatory investigations, or other proceedings, and subject us to legal liability as well as brand and reputational harm, all of which could negatively affect our business, financial condition, results of operations, and prospects.

While AI technologies may offer significant benefits, they also create risks and challenges.

Although we implement measures to address the accuracy and appropriate use of AI tools, including internal AI policies and training, these efforts may not always be successful.

Use of AI tools that introduce bias, errors, hallucinations (false, misleading, or fabricated text purporting to be factual), as well as any failure by our employees, contractors, or partners to adhere to our AI policies, or inappropriate use of AI, could result in violations of confidentiality obligations, ethical considerations, laws, or regulations, jeopardize our intellectual property rights, or expose our solutions or business systems to defects and malware, any of which could adversely affect our business, financial condition, results of operations, and prospects.

costs.

The Agreement also contains financial covenants, which require us not to exceed a maximum leverage ratio of 3.5:1.0 and a minimum interest coverage ratio of 2.0:1.0, and limits certain of our indebtedness to not exceed 20% of our consolidated stockholders’ equity.

We monitor compliance with all of our debt covenants on a quarterly basis.

political events.

[Table of Contents](#tableofcontents)

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 addition, certain of our indebtedness may not exceed 20% of our consolidated stockholders’ equity.

Unless we state otherwise or the context otherwise requires, the terms “Paychex,” [added: the “Company,”] “we,” [removed: “us,” “our”] [added: “our,”] and [removed: the “Company”] [added: “us”] refer to Paychex, Inc., a Delaware corporation, and its consolidated subsidiaries.

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

As of May 31, [removed: 2025,] [added: 2026,] we served approximately [removed: 800,000 clients and their employees] [added: 840,000 total customers] across the U.S. and parts of [removed: Europe.][added: Europe, of which approximately 800,000 are payroll clients.]

Paychex was incorporated in Delaware in 1979, maintains [removed: a] [added: dual] corporate headquarters in Rochester, New [removed: York,] [added: York] and [added: Cincinnati, Ohio, and] has a fiscal year that ends on May 31st.

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

Organizations [removed: are faced with rapid evolution in employer-employee relations including:] [added: face a rapidly evolving employment landscape including] an increasing number and complexity of federal, state, and local regulations; [added: the integration of AI into HCM processes;] changing workforce dynamics; [added: increasing medical inflation;] and challenges attracting and retaining talent.

We specialize in helping [removed: clients adapt to the] [added: customers succeed in this] rapidly evolving environment.

Paychex offers a full range of integrated HCM solutions from hire to [removed: retire] [added: retire,] for businesses and their [removed: employees that enables customization] [added: employees, with configurable options designed] to [removed: the clients' businesses, whether it is small or large, simple or complex.][added: meet a wide range of business sizes and complexities.]

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

Comprehensive cloud-based HCM platforms optimized to meet [removed: clients'] [added: customers'] HR and payroll needs;

Modern, mobile, and intuitive user experience with self-service capabilities; [added: and]

Scalable and customizable platforms that provide [removed: clients] [added: customers] the flexibility to add solutions as they [removed: grow;][added: grow.]

We market our solutions through a combination of direct and virtual sales [removed: forces] [added: forces,] supported by [removed: various] [added: referrals from channel partners and existing customers, as well as] digital lead generation and multi-channel marketing initiatives.

Over [removed: 50%] [added: 60%] of our [removed: revenues are] [added: revenue is derived] from solutions other than payroll processing.

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

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

[removed: We continually] [added: To support this growth, we] invest in [removed: new] demand generation, sales tools, [added: and] go-to-market [removed: strategies along with] [added: initiatives, including] channel partnerships, ecommerce, and digital marketing.

Driving technology innovation. We continue to invest significantly in our [removed: proprietary, award-winning] [added: proprietary technology,] HCM [removed: platforms] [added: platforms, advisory solutions and benefits] to maximize [removed: efficiency and functionality] [added: value] for our [removed: clients] [added: customers] and their employees.

We have a robust [removed: product] roadmap [removed: that is] focused on enhancing our ability to address the needs of [removed: our customers] [added: current] and prospective customers.

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

We will continue to evaluate [removed: and monitor] potential acquisitions [removed: and target acquisitions] that are aligned with our overall strategy.

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

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

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

For [added: the] fiscal [removed: 2025,] [added: year ended May 31, 2026 (“fiscal 2026”),] our [added: payroll] client retention [removed: of Paychex clients] was in the range of 82% to 83% of our beginning client base.

We provide a [removed: unique blend] [added: differentiated combination] of innovative technology [removed: solutions, backed by our extensive compliance] [added: solutions] and [added: deep advisory expertise spanning compliance,] HR [removed: expertise,] [added: and benefits] that help customers more effectively [removed: hire,] [added: attract,] develop, and retain [removed: top] talent in [removed: this] [added: a] challenging [removed: workforce] [added: labor] environment.

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

Payroll is integrated with HCM software modules for [removed: clients] [added: customers] who have more complex HR needs.

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

We have over 650 HR business professionals who are dedicated to our [removed: clients] [added: customers] and have the experience and training to provide HR best practices and advice.

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

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

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

Over the past year, top challenges for employers were macroeconomic pressures including inflation and interest rates, availability of qualified talent, providing [removed: appropriate employee development,] [added: affordable benefits,] keeping technology current, and ensuring legal and regulatory compliance.

[removed: The contributions of these] [added: These] compliance experts [removed: are intended to] [added: help] ensure that our HCM solutions are updated in a timely fashion to [removed: adhere to] [added: reflect] applicable regulations and to [removed: help] [added: support] our [removed: clients] [added: customers] stay in compliance.

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

[removed: SurePayroll] [added: SurePayroll®] serves the digitally driven small business self-service market.

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

[removed: Paycor] [added: Paycor®] is our primary SaaS-based HCM platform for larger businesses with more complex needs.

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

Changing workplace dynamics include increasingly distributed, mobile workforces as well as employee expectations for user experiences similar to customer-oriented applications.

What sets us apart in the industry is our comprehensive suite of solutions, deep advisory expertise, and differentiated access to a large and growing proprietary dataset.

AI-powered capabilities through WISE, our workforce intelligence engine, which leverages our large proprietary datasets to help automate workflows, enhance decision making, and increase productivity across our solutions and operations;

This acquisition expanded our presence upmarket, increased cross-sale opportunities, and enhanced our suite of AI-driven HCM solutions.

We also intend to grow our customer base by expanding sales of solutions beyond our payroll client base and by developing additional standalone offerings that can be sold independently of our core payroll and HCM solutions.

Expanding our share of wallet. We intend to expand our share of wallet by increasing penetration of our HCM software, HR outsourcing, retirement, and insurance offerings, while also broadening the range of solutions we offer to clients.

Our Customers

We support approximately 2.6 million worksite employees with our HR Outsourcing Solutions.

Building on our advisory strength, we launched WISE, Workforce Intelligence Strengthened by Expertise, our AI-powered intelligence engine that extends our existing capabilities into agentic AI.

As of May 31, 2026, WISE powers approximately 600 AI features and agents across our solutions and operations.

By embedding agents into the flow of work, WISE moves beyond insight and assistance to autonomous execution for clients.

We believe this enables us to scale our expertise, enhance productivity,

and deliver better client outcomes, all with human-in-the-loop oversight and strong governance.

For more than 50 years, we have been at the center of HR, payroll, and benefits, giving us access to a vast, proprietary, and growing dataset.

WISE now draws on more than 26 trillion data points, helping make our solutions smarter, more relevant, and more proactive.

Payroll solutions: Serving approximately 800,000 payroll clients, we pay 1 in 11 U.S. private sector workers and moved approximately $1.3 trillion last fiscal year.

Embedded within our core platforms, these capabilities include job costing, labor distribution, expense management and employee self-service tools such as mobile punch-in and shift trading.

For enterprise

customers, our solution includes automation, analytics, and AI-powered capabilities such as labor forecasting, scheduling recommendations, overtime insights, and timesheet review and approval workflows.

We offer these solutions to both payroll and non-payroll customers.

Retirement solutions: We are a leading 401(k) recordkeeper for businesses in the U.S., serving over 130,000 customers and managing $66 billion of retirement assets.

We provide PEO and insurance solutions designed to help our customers’ manage HR, employee benefits, and business insurance needs.

Paychex also provides educational resources to customers on regulatory developments, HR topics, and business practices.

We believe the breadth of our solutions combined with advisory support from industry professionals differentiates our offerings from those of our competitors.

This recognition marks the 18th time and 15th consecutive year, that Paychex has been honored since the annual program began in 2007.

Changing workplace dynamics reflect employees increasingly becoming mobile, working remotely, and expecting a user experience similar to consumer-oriented applications.

Software as a service, or “SaaS”, delivery model that reduces total cost of ownership for our clients; and

Advanced data analytics and artificial intelligence (“AI”) capabilities powered by large data sets.

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

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, and insurance offerings.

Our Clients

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.

Paycor’s

We also offer HR support to non-payroll clients through our HR Partner Plus solution.

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

Paychex also builds on its reputation as an expert in the HCM industry by providing educational resources to our clients.

We provide free webinars, podcasts, white papers, and other information on our website to inform businesses on the impact of regulatory change as well as HR and business best practices.

Our leading-edge technology and mobile applications, combined with personalized support provided by industry professionals and our technology-enabled solution capabilities, differentiate us from our competitors.

Paychex is one of only three companies to have achieved this recognition 17 times, doing so consecutively since 2012.

Once hired, our world-class Training Department provides functional training for service specialists and sales associates and also offers personal training, professional development, and leadership-development programs.

As a result of our efforts, we have been recognized as one of the top training organizations in the world by Training magazine.

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

In recognizing the ever-growing diversity of our workplace, we annually celebrate Paychex Culture Day.

For the fiscal year ended May 31, [removed: 2025][added: 2026]

As of November [removed: 29, 2024,] [added: 28, 2025,] 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: $47,079,392,331] [added: $35,959,981,648] based on the closing price reported for such date on the NASDAQ Global Select Market.

As of June 30, [removed: 2025, 360,243,877] [added: 2026, 355,682,860] 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: 9, 2025,] [added: 15, 2026,] 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: 2025][added: 2026]

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

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

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

| [Item 9](#changesanddisagreements) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#changesanddisagreements) | [removed: 78] [added: 79] | |

| [Item 9A](#controlsandprocedures) | [Controls and Procedures](#controlsandprocedures) | [removed: 78] [added: 79] | |

| [Item 9B](#otherinformation) | [Other Information](#otherinformation) | [removed: 78] [added: 79] | |

| [Item 9C](#disclosureregardingforeignjurisdictions) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#disclosureregardingforeignjurisdictions) | [removed: 78] [added: 79] | |

| [Item 10](#directorsexecutiveofficers) | [Directors, Executive Officers and Corporate Governance](#directorsexecutiveofficers) | [removed: 79] [added: 80] | |

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

Examples of forward-looking statements include, among others, statements we make regarding [removed: 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, and similar projections.

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

our [removed: clients’] [added: customers’] failure to reimburse us for payments made by us on their behalf;

our ability to comply with [removed: U.S.] [added: U.S., state,] and foreign laws and regulations;

our compliance with data privacy and [removed: artificial intelligence] [added: AI] laws and regulations;

the impact of macroeconomic factors on the U.S. and global economy, and in particular on our small- and medium-sized business [removed: clients;][added: customers;]

volatility in the [removed: political] [added: political, market,] and economic environment, including inflation and interest rate changes;

Our investor presentation regarding the financial results for the fiscal year ended May 31, [removed: 2025] [added: 2026] is available and accessible on our Paychex Investor Relations portal at https://investor.paychex.com.

risks related to our use of artificial intelligence ("AI") and new technologies in our business;

changes in our credit ratings;

[Table of Contents](#tableofcontents)

Our processes require escalation of significant cybersecurity risks to management and [removed: Paychex’s] [added: the] Audit Committee [removed: derived from] [added: (the "Audit Committee") of] the Board of Directors (the “Board”).

The ESO implements numerous cybersecurity processes and capabilities, which include but are not limited to: assessing risk associated with significant infrastructure or operational changes and the introduction of new [removed: technologies;] [added: technologies, including AI;] administering our third-party service provider risk management program; managing secure software development and change management; managing access management and logical access controls, identifying security vulnerabilities through automated scanning technologies; performing penetration testing and due diligence assessments; and protecting the confidentiality, integrity, and availability of the Company’s data in transit.

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 solutions to our [removed: clients.][added: customers.]

As of May 31, [removed: 2025,] [added: 2026,] we are not aware of any risks from cybersecurity 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.

Cybersecurity risks are overseen by the Audit [removed: Committee of our Board.][added: Committee.]

The [removed: SGC meets on a quarterly basis with the] [added: SGC's] mission [added: is] to develop, coordinate, and sustain the organization’s enterprise security program; coordinate and respond to security risks and incidents; and develop, implement, and maintain the organization’s enterprise security strategy in alignment with, or in support of, business goals and objectives.

We owned and leased the following properties as of May 31, [removed: 2025:][added: 2026:]

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

| Other U.S. locations | | | [removed: 865,000] [added: 605,000] | |

| International locations | | | [removed: 280,000] [added: 235,000] | |

| Total leased facilities | | | [removed: 1,198,000] [added: 1,060,000] | |

Our facilities in Rochester, New York [added: and Cincinnati, Ohio] house various distribution, processing, and technology functions, certain ancillary functions, a telemarketing unit, and other back-office functions.

Our International locations primarily [removed: house] [added: consist of] our European operations in Denmark and [removed: Germany] [added: Germany, our Canadian operations,] and locations in [removed: India] [added: India, Serbia and Israel which] house information technology, service, and sales support functions.

As of June 30, [removed: 2025,] [added: 2026,] there were [removed: 7,599] [added: 7,075] 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: 2,914] [added: 2,762] participants in the Paychex, Inc. Qualified Employee Stock Purchase Plan and [removed: 3,478] [added: 3,201] participants in the Paychex, Inc. Employee Stock Ownership Plan.

In January 2024, our Board approved a program to repurchase up to an additional $400.0 million of our common stock, with authorization [removed: expiring] [added: that expired] on [removed: May 31, 2027.][added: January 16, 2026, at which time $9.4 million of unused repurchase authorization expired.]

All shares repurchased during fiscal [removed: 2025] [added: 2026] were retired and were as follows:

| [removed: May 1 to] [added: As of] May [removed: 31, 2025 | | | — | | | $ |] [added: 31,] | [removed: —] | [added: 2026] | | | | [removed: —] | | [added: 2025] | [removed: $] | | [removed: 296.0] | |

The following graph shows a five-year comparison of the total cumulative returns of investing $100 on May 31, [removed: 2020,] [added: 2021,] in Paychex common stock, the S&P 500 Index, and a Peer Group Index.

[removed: ][added: ]

| May 31, | | [removed: 2020 | | | |] 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | | 2025 | | | [added: | 2026 | | |]

The Peer Group was not adjusted for fiscal [removed: 2025.][added: 2026.]

Our Peer Group for fiscal [removed: 2025] [added: 2026] is comprised of the following companies:

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: 2025] [added: 2026] (“fiscal [removed: 2025”] [added: 2026”] or the “fiscal year”), as compared to our fiscal year ended May 31, [removed: 2024] [added: 2025] (“fiscal [removed: 2024”),] [added: 2025”),] and our financial condition as of May 31, [removed: 2025.][added: 2026.]

A detailed review of our fiscal [removed: 2024] [added: 2025] performance compared to our fiscal year ended May 31, [removed: 2023] [added: 2024] performance and our financial condition as of May 31, [removed: 2024] [added: 2025] is set forth in Part II, Item 7 of our Annual Report on Form 10-K (“Form 10-K”) for fiscal [removed: 2024.][added: 2025.]

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

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

[removed: We support our clients] [added: Paychex supports its customers] through [removed: our] [added: its] proprietary, [removed: robust, SurePayroll® SaaS-based solutions,] [added: robust] Paychex Flex® [added: platform, Paycor] and [removed: Paycor.][added: the Company’s SurePayroll® SaaS-based solutions.]

[removed: Any of our clients on Paychex Flex or Paycor] [added: Paychex’s larger customers generally have more complex payroll and employee benefit needs and] can opt for [removed: the] [added: an] integrated suite of HCM solutions, which [removed: enables clients] [added: allows them] to choose the service and software solutions that will meet the needs of their [removed: business.][added: businesses.]

Our [removed: portfolio of technology, HR advisory, and employee benefits-related solutions is] [added: offerings are] disaggregated into two categories, (1) Management Solutions and (2) [removed: professional employer organization (“PEO”)] [added: PEO] and Insurance Solutions, as discussed [added: under the heading “Our Solutions”] in Part I, Item 1 of this Form 10-K.

We maintain industry-leading margins by [added: efficiently] managing [removed: our personnel] costs [removed: and expenses] while [removed: continuing to invest] [added: strategically investing] in our business, particularly in sales and marketing and [removed: leading-edge technology.][added: leading-edge, AI-driven technology and advisory solutions, which we view as critical to our ongoing success.]

Looking [removed: to the future,] [added: ahead,] we believe that investing in our solutions, people, and [removed: digital] [added: AI] capabilities [removed: will position] [added: positions] us to capitalize on [removed: opportunities for] long-term [removed: growth.][added: growth opportunities.]

[removed: Through our] [added: Our] unique blend of innovative technology [removed: solutions, backed by our extensive compliance] and [added: extensive] HR [removed: expertise, we help clients] [added: expertise enables customers to] more effectively hire, develop, and retain top talent in this [removed: challenging workforce environment.][added: tight labor market.]

[removed: Our ongoing] [added: Ongoing] investments in our platforms have [removed: prepared] [added: equipped] us well [removed: for the demands of] [added: to meet] the current business [added: demands] and regulatory [removed: environments, allowing us to adapt while maintaining strong solutions and support delivery,] [added: compliance,] resulting in high levels of [removed: client] [added: customer] satisfaction and retention.

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

This acquisition [removed: extends our upmarket position and] expands our [added: upmarket position,] suite of [removed: HR] [added: HCM] technology and [removed: advisory solutions.][added: cross-sale potential.]

Refer to the [added: "Results of Operations" and] “Liquidity and Capital Resources” section of this Item 7 for additional information.

Fiscal [removed: 2025] [added: 2026] Business Highlights

Highlights compared to fiscal [removed: 2024] [added: 2025] are as follows:

| In millions, except per share amounts | | [removed: 2025] [added: 2026] | | | | | [removed: 2024] [added: 2025] | | | | | Change(3) | | | |

| Cincinnati, Ohio | | | 136,000 | |

| Cincinnati, Ohio | | | 167,000 | |

During fiscal 2026, three leased premises in Other U.S. locations and one lease in an International location were vacated upon lease expiration.

On January 16, 2026, our Board approved a program to repurchase up to an additional $1.0 billion of our common stock with no expiration date.

| | | Fiscal 2026 | | | | | | | | | | | | | | | | | |

| First quarter | | | 1.1 | | | $ | | 145.59 | | | $ | | 160.1 | | | $ | | 135.9 | |

| Second quarter | | | 1.0 | | | $ | | 122.54 | | | | | 126.5 | | | $ | | 9.4 | |

| Third quarter | | | 0.8 | | | $ | | 99.05 | | | | | 75.0 | | | $ | | 925.0 | |

| March 1 to March 31, 2026 | | | — | | | $ | | — | | | | | — | | | $ | | 925.0 | |

| April 1 to April 30, 2026 | | | — | | | $ | | — | | | | | — | | | $ | | 925.0 | |

| May 1 to May 31, 2026 | | | 2.7 | | | $ | | 91.48 | | | | | 249.4 | | | $ | | 675.6 | |

| Fiscal year | | | 5.6 | | | $ | | 108.81 | | | $ | | 611.0 | | | | | | |

| Paychex | | $ | 100.00 | | | $ | 125.34 | | | $ | 109.19 | | | $ | 128.88 | | | $ | 174.22 | | | $ | 111.45 | |

| S&P 500 | | $ | 100.00 | | | $ | 99.69 | | | $ | 102.58 | | | $ | 131.47 | | | $ | 149.22 | | | $ | 193.60 | |

| Peer Group | | $ | 100.00 | | | $ | 93.33 | | | $ | 95.92 | | | $ | 121.01 | | | $ | 147.00 | | | $ | 91.70 | |

We support our customers with three proprietary SaaS-based HCM platforms: SurePayroll®, Paychex Flex®, and Paycor®, each designed to meet diverse customer needs and business requirements.

For example, larger customers often have more complex HCM demands.

Our integrated HCM solutions span the entire employee life cycle, enabling customers to choose from a broad range of solutions that seamlessly integrate with leading HR, accounting, enterprise resource planning, and point-of-sale applications.

Our technology is complemented by a wide array of advisory, benefits, and insurance solutions.

In today's dynamic, complex regulatory landscape, we see growing demand for HR outsourcing solutions.

As a digitally driven HR leader, our mission is to help businesses succeed.

Our strategy includes growing our customer base; increasing product penetration; driving technology innovation; and pursuing strategic acquisitions, all aimed at achieving long-term financial success.

By closely monitoring customer needs and challenges, we proactively assist our customers in navigating legislative changes and other employment complexities.

| Net income | | $ | | 1,760.1 | | | $ | | 1,657.3 | | | | 6 | | % |

During fiscal 2026, we served approximately 840,000 total customers across the U.S. and parts of Europe, of which approximately 800,000 are payroll clients.

During fiscal 2025, we served approximately 800,000 payroll clients.

| Perks unique employee purchases | | | | 237,000 | | | | | 133,000 | | | | 78 | | % |

WISE, our AI-powered intelligence engine extends our existing capabilities into agentic AI.

Today, it powers approximately 600 AI features and agents across our solutions and operations.

| Other income, net | | | | 69.9 | | | | | | 73.6 | | | | | (5 | ) | % |

| Income before income taxes | | | | 2,310.9 | | | | | | 2,175.9 | | | | | 6 | | % |

| Net income | | $ | | 1,760.1 | | | | $ | | 1,657.3 | | | | | 6 | | % |

Paycor, acquired in April 2025, contributed approximately 12% to total revenue growth for fiscal 2026.

Paycor contributed approximately 15% to Management Solutions revenue growth for fiscal 2026.

Management Solutions revenue increased due to the following:

Higher realized gains due to the strategic repositioning of our investment portfolio during the second quarter of fiscal 2026.

Refer to Note G in the Notes to Consolidated Financial Statements contained in Item 8 and the "Market Risk Factors" section contained in Item 7A of this Form 10-K for more information regarding AFS securities held in an unrealized loss position.

Depreciation and amortization: $200.6 million in fiscal 2026, reflecting a 19% increase:

Higher property and equipment balances compared to the prior year, including increased development and enhancement of our customer-facing internal-use software, as well as the impact of the acquisition of Paycor; and

Higher intangible asset balances compared to the prior year.

The

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

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 | |

| Third quarter | | | — | | | $ | | — | | | | | — | | | $ | | 296.0 | |

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

| April 1 to April 30, 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 offer a full range of integrated HCM solutions covering the employee life cycle for businesses and their employees.

Our 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 solutions has been moving down-market.

Our mission is to be the leading provider of HR, employee benefits, insurance, and payroll solutions by being an essential partner to businesses across the U.S. and parts of Europe.

Our strategy focuses on providing industry-leading, integrated technology; growing our client base; expanding our share of wallet; driving technology innovation; and pursuing strategic acquisitions.

We believe that successfully executing this strategy will lead to strong, long-term financial performance.

We believe these investments are critical to our success.

We closely monitor the evolving challenges and needs of our clients, and proactively aid our clients in navigating macroeconomic challenges, legislative changes, and other complexities they may face.

(1)

Our payroll and PEO client base, including clients added through the acquisition of Paycor, was approximately 800,000 clients as of May 31, 2025 and approximately 745,000 clients as of May 31, 2024.

The Paychex Insurance

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

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

The acquisition of Paycor; offset by

Lower revenue from ancillary services, primarily due to the expiration of our Employee Retention Tax Credit ("ERTC") program.

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

Higher average interest rates;

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

n/m - not meaningful

Excluding the impact of the acquisition of Paycor, compensation-related expenses were relatively flat compared to the prior year.

Continued investment in technology; and

Cost optimization initiatives: $39.5 million in fiscal 2024:

Cost optimization initiatives taken during the fourth quarter of 2024, included reductions to our geographic footprint, reprioritization of certain technology investments, and headcount optimization.

Excluding the acquisition of Paycor and the prior year period cost optimization initiatives noted above, total expenses increased approximately 2% compared to the prior year.

Operating income for fiscal 2025 was impacted by the acquisition of Paycor and the expiration of the ERTC program.

| Cost optimization initiatives(3) | | | | — | | | | | 39.5 | | | | | | |

The following table shows the executive officers of the Company as of May 31, [removed: 2025,] [added: 2026,] and information regarding their positions and business experience.

| John B. Gibson | | [removed: 59] [added: 60] | | 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 [removed: clients] [added: customers] in 68 countries. |

| Robert L. Schrader | | [removed: 53] [added: 54] | | 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: 47] [added: 48] | | 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: 54] [added: 55] | | 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. |

| Adam Ante | | [removed: 44] [added: 45] | | 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 | | [removed: 46] [added: 47] | | 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 | | [removed: 53] [added: 54] | | 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. |

| Elizabeth Roaldsen | | [removed: 53] [added: 54] | | 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. |

| Christopher Simmons | | [removed: 56] [added: 57] | | 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. |

Insiders , who include our directors, executive officers, and certain employees whose duties involve access to material non-public information, may buy and sell the Company’s stock within an open “window period”, which begins on the second business day after earnings are announced and ends [removed: the last day of] [added: two weeks prior to] the [removed: last month] [added: end] of each [added: fiscal] quarter.

The additional information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 9, 2025,] [added: 15, 2026,] in the sections “PROPOSAL 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM,” “CORPORATE GOVERNANCE,” [removed: “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: 2025] [added: 2026] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 9, 2025,] [added: 15, 2026,] in the sections “COMPENSATION DISCUSSION AND ANALYSIS,” “NAMED EXECUTIVE OFFICER COMPENSATION,” “DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED MAY 31, [removed: 2025,”] [added: 2026,” and] “THE COMPENSATION AND LEADERSHIP COMMITTEE REPORT” and [removed: 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: 2025] [added: 2026] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 9, 2025,] [added: 15, 2026,] under the section “BENEFICIAL OWNERSHIP OF PAYCHEX COMMON STOCK,” and is incorporated herein by reference.

[removed: Refer to Note F of the Notes to] Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for more information on the Company’s stock incentive plan.

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: 2025:][added: 2026:]

| Equity compensation plan approved by security holders | | | | [removed: 3.0] [added: 2.8] | | | $ | | [removed: 84.33] [added: 93.76] | | | | | [removed: 12.0] [added: 11.2] | |

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 9, 2025,] [added: 15, 2026,] 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: 2025] [added: 2026] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 9, 2025,] [added: 15, 2026,] under the section “PROPOSAL 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,” and is incorporated herein by reference.

| [removed: *] | | | (3.1) | | [Amended and Restated By-Laws of Paychex, Inc., as of January 19, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex3_1.htm)] [added: 2023, incorporated herein by reference from Exhibit 3.1 to the Company’s Form 10-K filed with the Commission on July 11, 2025.](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex3_1.htm)] |

| | | | (4.1) | | [Form of [removed: 4.07%] [added: 4.25%] Senior Notes, Series [removed: A,] [added: B,] of Paychex of New York LLC, due March 13, [removed: 2026,] [added: 2029,] incorporated herein by reference from Exhibit [removed: 4.1] [added: 4.2] to the Company’s Form 8-K filed with the Commission on January 11, [removed: 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex4_1.htm).] [added: 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex4_2.htm).] |

| | | | [removed: (4.2)] | | [removed: [Form of 4.25% Senior Notes, Series B, of Paychex of New York LLC, due March 13, 2029, incorporated herein] [added: [herein] by reference from Exhibit [removed: 4.2] [added: 10.1] to the Company’s Form 8-K filed with the Commission on January [removed: 11, 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex4_2.htm).] [added: 26, 2026.](https://www.sec.gov/Archives/edgar/data/723531/000119312526021794/payx-ex10_1.htm)] |

| | | | [removed: (4.3)] [added: (4.2)] | | [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) |

| | | | [removed: (4.4)] [added: (4.3)] | | [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, [removed: 2025](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm)] |

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

| | | | [removed: (4.6)] [added: (4.5)] | | [Form of Global Note representing the Company’s 5.350% Senior Notes due 2032 (included in Exhibit [removed: 4.4),] [added: 4.3),] incorporated herein by reference from Exhibit 4.4 to the Company’s Form 8-K filed with the Commission on April 10, [removed: 2025](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm)] |

| | | | [removed: (4.7)] [added: (4.6)] | | [Form of Global Note representing the Company’s 5.600% Senior Notes due 2035 (included in Exhibit [removed: 4.4),] [added: 4.3),] incorporated herein by reference from Exhibit 4.5 to the Company’s Form 8-K filed with the Commission on April 10, [removed: 2025](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/723531/000119312525077948/d912764dex42.htm)] |

| | | | [removed: (4.8)] [added: (4.7)] | | [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: (10.6)] [added: (10.12)] | | [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: (10.7)] [added: (10.6)] | | [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: (10.8)] [added: (10.18)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October [removed: 14, 2015) Amended] [added: 15, 2020)] Form of [added: Performance] Restricted Stock Unit Award Agreement, incorporated herein by reference [removed: from] [added: to] Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on October [removed: 4, 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000046/payx-20190831xex10_1.htm).] [added: 1, 2024.](https://www.sec.gov/Archives/edgar/data/723531/000095017024110834/payx-ex10_1.htm)] |

| | | | [removed: (10.9)] [added: (10.8)] | | [removed: [2017] [added: [2019] Credit Agreement, dated as of [removed: August 17, 2017,] [added: July 31, 2019] by and among Paychex of New York, the Company, the lender parties thereto, JPMorgan Chase Bank, [removed: N.A.,] [added: N.A.] as [removed: administrative agent,] [added: Administrative Agent] and others, as amended by [removed: 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] [added: all amendments through] Amendment No. [removed: 5 as of April 12, 2024,] [added: 4 dated January 23, 2026,] incorporated herein by reference [removed: to] [added: from] Exhibit 10.2 to the [removed: Company's] [added: Company’s] Form 8-K filed with the Commission on [removed: April 16, 2024.](https://www.sec.gov/Archives/edgar/data/723531/000095017024044821/payx-ex10_2.htm)] [added: January 26, 2026.](https://www.sec.gov/Archives/edgar/data/723531/000119312526021794/payx-ex10_2.htm)] |

| | | | [removed: (10.10)] [added: (10.7)] | | [removed: [2019] [added: [2017] Credit Agreement, dated as of [removed: July 31, 2019,] [added: August 17, 2017] by and among Paychex of New York, the Company, the lender parties thereto, JPMorgan Chase Bank, [removed: N.A.,] [added: N.A.] as [removed: administrative agent,] [added: Administrative Agent] and others, as amended by [removed: Amendment No. 1 as of September 17, 2021, and] [added: all amendments through] Amendment No. [removed: 3] [added: 6 dated] as of [removed: 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)] [added: January 23, 2026, incorporated](https://www.sec.gov/Archives/edgar/data/723531/000119312526021794/payx-ex10_1.htm)] |

| [added: #] | | | (10.11) | | [removed: [Three-Year Credit Agreement, dated as of February 6, 2020, by and among Paychex Advance LLC, Paychex Inc.,] [added: [Amendment No. 1 to Paychex, Inc. 2002 Stock Incentive Plan (as amended] and [removed: the lender party thereto, incorporate] [added: restated effective October 15, 2020), dated July 14, 2022, incorporated] herein by reference from Exhibit 10.1 to the Company’s Form [removed: 8-K] [added: 10-Q] filed with the Commission on [removed: February 11, 2020.](https://www.sec.gov/Archives/edgar/data/723531/000072353120000005/payx-20200206xex10_1.htm)] [added: December 22, 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022026948/payx-ex10_1.htm)] |

| | | | [removed: (10.12)] [added: (10.9)] | | [removed: [Amendment No. 2 to Credit Agreement, dated as] [added: [Form] of [removed: February 3, 2023, by and among the Company, the parent, the lender parties thereto, PNC Bank, N.A. as administrative agent and others,] [added: Pooled Plan Provider Indemnification Agreement,] incorporated herein by reference from Exhibit 10.1 to the [removed: Company’s] [added: Company's] Form 8-K filed with the Commission on February [removed: 7, 2023.](https://www.sec.gov/Archives/edgar/data/723531/000095017023001997/payx-ex10_1.htm)] [added: 23, 2021.](https://www.sec.gov/Archives/edgar/data/723531/000072353121000006/payx-20210223xex10_1.htm)] |

| [added: #] | | | [removed: (10.13)] [added: (10.10)] | | [removed: [Form of Pooled] [added: [Paychex, Inc. 2002 Stock Incentive] Plan [removed: Provider Indemnification Agreement,] [added: (as amended and restated effective October 15, 2020),] incorporated herein by reference from Exhibit [removed: 10.1] [added: 10.23] to the Company's Form [removed: 8-K] [added: 10-K] filed with the Commission on [removed: February 23, 2021.](https://www.sec.gov/Archives/edgar/data/723531/000072353121000006/payx-20210223xex10_1.htm)] [added: July 16, 2021.](https://www.sec.gov/Archives/edgar/data/723531/000072353121000035/payx-20210531xex10_23.htm)] |

| # | | | [removed: (10.14)] [added: (10.23)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, [removed: 2020),] [added: 2020) Form of Restricted Stock Unit Award (Board),] incorporated herein by reference [removed: from] [added: to] Exhibit [removed: 10.23] [added: 10.30] to the [removed: Company's] [added: Company’s] Form 10-K filed with the Commission on July [removed: 16, 2021.](https://www.sec.gov/Archives/edgar/data/723531/000072353121000035/payx-20210531xex10_23.htm)] [added: 11, 2025.](https://www.sec.gov/Archives/edgar/data/0000723531/000095017025095300/payx-ex10_30.htm)] |

| [added: #] | | | [removed: (10.15)] [added: (10.17)] | | [Amendment [removed: No. 1] to [removed: Paychex, Inc.] [added: Award Agreements of Martin Mucci under the Amended and Restated] 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020), dated [removed: July] [added: as of October] 14, 2022, incorporated [removed: herein] by reference [removed: from] [added: to] Exhibit [removed: 10.1] [added: 10.2] to the Company’s Form 10-Q filed with the Commission on December 22, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022026948/payx-ex10_1.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022026948/payx-ex10_2.htm)] |

| # | | | [removed: (10.16)] [added: (10.14)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Amended Form of Restricted Stock Unit Award Agreement [removed: (Board),] [added: (Special Award),] incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.5] to the Company's Form 10-Q filed with the Commission on September 29, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_1.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_5.htm)] |

| # | | | [removed: (10.17)] [added: (10.13)] | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Amended Form of Restricted Stock Unit Award Agreement [removed: (Officer),] [added: (Senior Management),] incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company's Form 10-Q filed with the Commission on September 29, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_2.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/723531/000095017022019048/payx-ex10_3.htm)] |

Refer to Note F of the Notes to

| * | | | (19.1) | | [Paychex, Inc. Insider Trading Policy, as amended, effective September 25, 2025.](https://www.sec.gov/Archives/edgar/data/723531/000119312526307785/payx-ex19_1.htm) |

J.

Michael Hansen*, Director

[Table of Contents](#tableofcontents)

| Mark A. Bottini | | 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 | | 67 | | Mr. Gioja was named Senior Vice President of Product Development 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. |

| 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. |

| Beaumont Vance | | 56 | | Mr. Vance joined the Company as Senior Vice President of Data, Analytics, and 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. |

| #* | | | (10.26) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Non-Qualified Stock Option Award Agreement (Board).](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex10_26.htm) |

| #* | | | (10.27) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Non-Qualified Stock Option Award Agreement (Officer).](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex10_27.htm) |

| #* | | | (10.28) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Performance Restricted Stock Unit Award (Officer).](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex10_28.htm) |

| #* | | | (10.29) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Performance Restricted Stock Unit Award (Officer SVP).](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex10_29.htm) |

| #* | | | (10.30) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Restricted Stock Unit Award (Board).](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex10_30.htm) |

| #* | | | (10.31) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 15, 2020) Form of Restricted Stock Unit Award (Officer).](https://www.sec.gov/Archives/edgar/data/723531/000095017025095300/payx-ex10_31.htm) |

| | | | (19.1) | | [Insider Trading Policy, incorporated herein by reference to Exhibit 19.1 to the Company’s Form 10-K filed with the Commission on July 11, 2024](https://www.sec.gov/Archives/edgar/data/723531/000095017024082958/payx-ex19_1.htm) |