Current Report · Items 5.02, 8.01, 9.01 · 8-K

Paychex, Inc.

PAYXNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events

Filed Jan 20, 2026Accepted Jan 20, 2026, 9:05 AM ESTCIK 723531Accession 0001193125-26-016044

Company context

Paychex, Inc. (Nasdaq: PAYX) provides a comprehensive suite of expert-enabled technology and advisory solutions that help businesses manage HR, payroll, and benefits. Serving approximately 840,000 customers and paying 1 in 11 U.S. private sector workers, Paychex combines scale, trusted expertise, and innovation to help businesses succeed. Built on more than 50 years of workforce experience and one of the industry's largest proprietary HR datasets, Paychex's WISE agentic AI engine embeds intelligence directly into workflows to improve productivity, enhance decision-making, and deliver better outcomes. Learn more at paychex.com.

Current securities

PAYXNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 5.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 20, 2026, Paychex, Inc. (the "Company") announced that the Board of Directors (the "Board") has voted to expand to eleven members and has appointed J. Michael Hansen, to fill the newly created position as an independent director. Mr. Hansen will participate in the Company's compensation arrangement generally applicable to all of the Company's non-employee directors. The Company’s press release dated January 20, 2026, announcing the appointment of Mr. Hansen, is filed as Exhibit 99.1 to this Current Report on Form 8-K. Mr. Hansen brings deep financial expertise, having served as Executive Vice President & Chief Financial Officer ("CFO") of Cintas Corporation (NASDAQ: CTAS) for more than 10 years. Upon his retirement as CFO in May 2025, Mr. Hansen transitioned to a new role as Assistant to the Chief Executive Officer of Cintas. In addition to his prior role as CFO of Cintas, Mr. Hansen held various other significant positions at the company during his 30 year tenure, contributing to his comprehensive understanding of financial operations and strategy. While at Cintas, Mr. Hansen served on the Board of Directors of Paycor HCM, Inc. ("Paycor") from 2008 to 2018. Paychex acquired Paycor in April 2025. Prior to his tenure at Cintas, Mr. Hansen served as a senior auditor with Ernst & Young and Rockwell Corporation. Mr. Hansen holds a B.S. degree in Business Administration, with a concentration in accounting, from Washington University in St. Louis. The Board appointed Mr. Hansen to his position on January 16, 2026. He has been appointed to serve on the Audit Committee of the Board. There is no other arrangement or understanding between Mr. Hansen and any other persons as it relates to his appointment. Mr. Hansen is not and has not been a participant, or had any interest, in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K since the beginning of the Company’s last fiscal year.

Item 8.01Item 8.01 - Other Events

Item 8.01 Other Events. On January 16, 2026, the Company announced that the Board approved a program to repurchase up to $1 billion of the Company's common stock. This authorization replaces the Company's existing 2024 authorization to repurchase $400 million of the Company's common stock. The Company's press release dated January 16, 2026, announcing the stock repurchase authorization and quarterly dividend is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits. (d.) Exhibit Description ─────────────────────────────────────────────────────────────────────────────────────────────────── Exhibit 99.1 Press Release of Paychex, Inc. dated January 20, 2026 Exhibit 99.2 Press Release of Paychex, Inc. dated January 16, 2026 Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Filed exhibits (2)

EX-99.1 (by filename) payx-ex99_1.htm

EX-99.1 2 payx-ex99_1.htm EX-99.1 EX-99.1 Exhibit 99.1 News Release 911 Panorama Trail South • Rochester, NY 14625 • paychex.com Paychex Expands Board of Directors, Appoints New Member Experienced executive, J.Michael Hansen, appointed to Paychex Board of Directors Rochester, N.Y. (January 20, 2026) - Paychex, Inc. (Nasdaq: PAYX), an industry-leading human capital management (HCM) company, announced today that the company’s Board of Directors has voted to expand to 11 members from 10 members. The Board has also appointed J. Michael Hansen to fill the new position as an independent director. Mr. Hansen brings deep financial expertise, having served as Executive Vice President & Chief Financial Officer (CFO) of Cintas Corporation (Nasdaq: CTAS) for more than 10 years. Upon his retirement as CFO in May 2025, Mr. Hansen transitioned to a new role as Assistant to the Chief Executive Officer of Cintas. In addition to his prior role as CFO of Cintas, Mr. Hansen held various other significant positions at the company during his 30 year tenure, contributing to his comprehensive understanding of financial operations and strategy. While at Cintas, Mr. Hansen served on the Board of…

Open exhibit ↗

EX-99.2 (by filename) payx-ex99_2.htm

EX-99.2 3 payx-ex99_2.htm EX-99.2 EX-99.2 Exhibit 99.2 News Release 911 Panorama Trail South • Rochester, NY 14625 • paychex.com Paychex Announces $1 Billion Stock Repurchase Authorization and Declares Quarterly Dividend Rochester, N.Y. (January 16, 2026) - Paychex, Inc. (Nasdaq: PAYX), an industry-leading human capital management ("HCM") company, today announced that its Board of Directors has authorized the purchase of up to $1 billion of the Company’s common stock. The new authorization replaces the prior 2024 authorization to repurchase $400 million of the Company’s common stock. In addition, the Board has declared a regular quarterly cash dividend on Paychex common stock of $1.08 per share, payable on February 27, 2026, to shareholders of record as of January 28, 2026. "For many years, we have maintained a long-standing commitment to delivering outstanding value to our investors,” said John Gibson, Paychex President and CEO. “Today’s new share repurchase authorization, together with our dividend declaration, demonstrates our confidence in the strength of the business, consistent cash flow generation, and disciplined approach to long-term value creation.” In fiscal …

Open exhibit ↗