UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSIONWASHINGTON~~COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 2508, 2025

Paychex, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-11330	16-1124166
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
911 Panorama Trail South
Rochester, New York		14625-2396
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (585) 385-6666

N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PAYX	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~June~~July 258, 2025, Mark Bottini, Senior Vice President, Sales of Paychex, Inc. (the "“Company"”), ~~issued~~notified athe ~~press~~Company ~~release~~of ~~(the~~his ~~"Press~~intention ~~Release")~~to ~~reporting~~retire ~~its~~from ~~financial~~his ~~results~~current ~~for~~role with the ~~three~~Company, ~~and~~effective ~~twelve~~immediately. ~~months~~Mr. ~~ended~~Bottini ~~May~~will ~~31,~~serve ~~2025.~~as Aa ~~copy~~special ofadvisor to the ~~Press~~Company ~~Release~~through isAugust ~~attached~~31, as2025 ~~Exhibit~~at ~~99.1~~his current salary to ~~this~~assist ~~Current~~with ~~Report~~a onsmooth ~~Form~~transition ~~8-K~~of his duties.

~~The~~Also ~~information~~on ~~provided~~July ~~pursuant~~8, to2025, ~~this~~Michael ~~Item 2.02~~Gioja, ~~including~~Senior ~~Exhibit~~Vice ~~99.1~~President, isProduct ~~being~~Development ~~"furnished" herewith~~ and ~~shall~~IT ~~not~~of bethe ~~deemed~~Company, ~~“filed”~~notified ~~for~~the ~~purposes~~Company of ~~Section~~his 18intention ofto ~~the~~retire ~~Securities~~from ~~Exchange~~his ~~Act~~current ofrole ~~1934~~with the Company, aseffective ~~amended~~immediately. (Pursuant to an Employment Agreement between the ~~“Exchange~~Company ~~Act”)~~and Mr. Gioja, orhe ~~otherwise~~will ~~subject~~serve as a special advisor to the ~~liabilities~~Company ~~under~~through ~~such~~December ~~section~~31, ~~nor~~2025. ~~shall~~Under the ~~information~~Employment beAgreement, ~~deemed~~Mr. toGioja bewill ~~incorporated~~continue byto ~~reference~~serve ~~into~~on ~~any~~a ~~filing~~full-time ofbasis ~~the~~at ~~Company~~his ~~under~~current ~~the~~base ~~Securities~~salary ~~Act~~until ofAugust ~~1933~~31, ~~as amended~~2025, orafter ~~the~~which ~~Exchange~~his ~~Act~~annual base salary will be reduced to $120,000 ~~except~~to reflect his transition to a part-time role. A copy of the ~~extent~~Employment ~~specifically~~Agreement ~~provided~~is inattached ~~such~~as aExhibit ~~filing~~10. 1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 97.01 Regulation ~~Financial~~FD ~~Statements and Exhibits~~Disclosure.

(dFollowing the departure of B.) Thomas Golisano from the Board of Directors on July 9, 2025, the Board of Directors determined to reduce its size from 11 to 10 directors as of that date.

Exhibit No.		Description
99.1		Press Release of Paychex, Inc. dated June 25, 2025
104		Cover Page Interactive File, embedded in Inline XBRL.

Item 9.01 Financial Statements and Exhibits

SIGNATURES(d.) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit No.		Description
99.1		Employment Agreement between Paychex, Inc. and Michael Gioja, dated as of July 8, 2025
104		Cover Page Interactive File, embedded in Inline XBRL.

			PAYCHEX, INC.
Date:	June 25, 2025	By:	/s/ Robert L. Schrader
			Robert L. Schrader
			Senior Vice President and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			PAYCHEX, INC.

Date:	July 14, 2025	By:	/s/ Prabha Sipi Bhandari
			Name: Prabha Sipi Bhandari
			Title: Chief Legal Officer, Chief Ethics Officer and Secretary

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