Paychex Files 8-K: Material Agreement, Financials

Ticker: PAYX · Form: 8-K · Filed: Jan 7, 2025 · CIK: 723531

Sentiment: neutral

Topics: material-agreement, financial-statements, disclosure

Related Tickers: PAYX

TL;DR

Paychex filed an 8-K on Jan 7, 2025, reporting a material agreement and financial docs.

AI Summary

On January 7, 2025, Paychex, Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement, a Regulation FD disclosure, and the submission of financial statements and exhibits. Specific details regarding the agreement or financial information were not provided in the excerpt.

Why It Matters

This filing signals significant corporate activity for Paychex, Inc., potentially involving new agreements or updated financial information that could impact investors.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not inherently indicate negative news or significant risk.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Paychex, Inc.?

The provided excerpt does not specify the nature of the material definitive agreement.

What specific financial statements and exhibits were filed?

The excerpt mentions the filing of financial statements and exhibits but does not list them specifically.

What is the purpose of the Regulation FD Disclosure?

The excerpt indicates a Regulation FD Disclosure was made, but its specific content is not detailed.

When was Paychex, Inc. incorporated and in which state?

Paychex, Inc. was incorporated in Delaware.

What is Paychex, Inc.'s principal executive office address?

Paychex, Inc.'s principal executive offices are located at 911 Panorama Trail South, Rochester, New York, 14625-2396.

Filing Stats: 3,134 words · 13 min read · ~10 pages · Grade level 16.6 · Accepted 2025-01-07 17:15:50

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Merger Transaction On January 7, 2025, Paychex, Inc., a Delaware corporation (" Paychex "), Skyline Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Paychex (" Merger Sub "), and Paycor HCM, Inc., a Delaware corporation (" Paycor "), entered into an Agreement and Plan of Merger (the " Merger Agreement "). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the closing (the " Closing ") of the transactions contemplated by the Merger Agreement (the " Transactions "), (a) Merger Sub will merge with and into Paycor, with Paycor as the surviving corporation (the " Surviving Corporation ") and an indirect wholly owned subsidiary of Paychex (the " Merger "), (b) each share of common stock of Paycor, par value $0.001 per share (" Paycor Stock "), issued and outstanding immediately prior to the effective time of the Merger (the " Effective Time ") (other than shares of Paycor Stock (i) held by Paycor as treasury stock or owned by Paychex or Merger Sub immediately prior to the Effective Time or (ii) held by any subsidiary of either Paycor or Paychex (other than Merger Sub) (other than shares of Paycor Stock held by any such person in a trustee, custodian or nominee capacity for the account of clients or customers of such persons) immediately prior to the Effective Time) issued and outstanding immediately prior to the Effective Time (other than shares held by any holder who is entitled to appraisal rights and has properly exercised such rights under Delaware law) will be converted into the right to receive $22.50 in cash, without interest (the " Merger Consideration "), and (c) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time will be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation. In addition, at the Closing, Paycor's outstanding equity awards will be

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 7, 2025, Paychex issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In connection with the announcement of the Merger Agreement, Paychex provided supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 , is being furnished and is not deemed to be "filed" with the SEC for the purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. Paychex does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of January 7, 2025, by and among Paychex, Inc., Skyline Merger Sub, Inc. and Paycor HCM, Inc.* 99.1 Press release, dated January 7, 2025 99.2 Investor presentation, dated January 7, 2025 104 Cover Page Interactive File, embedded in Inline XBRL. ______________________ * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. Cautionary Note Regarding Forward-Looking Statements Certain written statements in this current report may contain, and members of management may from time to time make or discuss statements which constitute, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as "expect," "outlook," "will," guidance," "projections," "anticipate," "believe," "can," "could," "design," "may," "possible," "potential," "should" and other similar words or phrases. Forward-looking statements include, without limitation, all matters that are not historical facts. Examples of forward-looking statements include, among others, statements we make regarding 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.

Forward-looking statements are neither historical

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to known and unknown uncertainties, risks, changes in circumstances, and other factors that are difficult to predict, many of which are outside our control. Our actual performance and outcomes, including without limitation, our actual results and financial condition, may differ materially from those indicated in or suggested by the forward-looking and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to keep pace with changes in technology or provide timely enhancements to our solutions and support; software defects, undetected errors, and development delays for our solutions; the possibility of cyberattacks, security vulnerabilities or Internet disruptions, including data security and privacy leaks, and data loss and business interruptions; the possibility of failure of our business continuity plan during a catastrophic event; the failure of third-party service providers to perform their functions; the possibility that we may be exposed to additional risks related to our co-employment relationship with our PEO business; changes in health insurance and workers' compensation insurance rates and underlying claim trends; risks related to acquisitions and the integration of the businesses we acquire; our clients' failure to reimburse us for payments made by us on their behalf; the effect of changes in government regulation

SIGNATURES

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. By: /s/ Prabha Sipi Bhandari Name: Prabha Sipi Bhandari Title: Chief Legal Officer, Chief Ethics Officer and Secretary Date: January 7, 2025

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