Sec Form 4 Filing - BERGSTROM RYAN NORMAN @ PAYCOR HCM, INC. - 2025-04-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BERGSTROM RYAN NORMAN 2. Issuer Name and Ticker or Trading Symbol PAYCOR HCM, INC. [ PYCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O PAYCOR HCM, INC., 4811 MONTGOMERY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/14/2025 (Street) CINCINNATI, OH45212 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/14/2025 D( 1 )( 2 ) 347,460 D $ 22.5 0 D Common Stock 04/14/2025 A 68,711 ( 3 ) A $ 0 68,711 D Common Stock 04/14/2025 D 68,711 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 23 04/14/2025 D 85,160 ( 5 ) 07/20/2031 Common Stock 85,160 $ 0 0 D Stock Option (Right to Buy) $ 29.56 04/14/2025 D 70,054 ( 5 ) 10/01/2032 Common Stock 70,054 $ 0 0 D Stock Option (Right to Buy) $ 22.83 04/14/2025 D 57,615 ( 5 ) 10/01/2033 Common Stock 57,615 $ 0 0 D Stock Option (Right to Buy) $ 19.44 04/14/2025 D 19,235 ( 6 ) 04/01/2034 Common Stock 19,235 $ 3.06 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BERGSTROM RYAN NORMAN C/O PAYCOR HCM, INC. 4811 MONTGOMERY ROAD CINCINNATI, OH45212 See Remarks Signatures /s/ Bryan Jacobs, by Power of Attorney 04/15/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2025 (the "Merger Agreement"), by and among the Issuer, Paychex, Inc. ("Parent"), and Skyline Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting person immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $22.50 per share in cash, without interest (the "Per Share Price"). ( 2 )The shares of Common Stock reported as disposed by the reporting person include in the aggregate 271,164 shares underlying unvested restricted stock awards and unvested restricted stock units ("Company Stock Awards") which, pursuant to the Merger Agreement, were, at or immediately prior to the Effective Time, exchanged for a number of shares of restricted stock and restricted stock units, as applicable, of Parent subject to the same terms and conditions as were applicable to such Company Stock Awards immediately prior to the Effective Time. ( 3 )Represents a deemed acquisition of shares of Common Stock underlying unvested performance-based restricted stock units ("PSUs") based on the actual level of performance as of the Effective Time, as determined in good faith by the Compensation and Benefits Committee of the Board of Directors of the Issuer, as provided under the terms of the Merger Agreement. ( 4 )Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each PSU was exchanged for a number of restricted stock units of Parent, subject to the same terms and conditions (excluding any performance-based vesting conditions) as were applicable to such PSUs immediately prior to the Effective Time. ( 5 )Pursuant to the Merger Agreement, this stock option was, at the Effective Time, automatically cancelled for no consideration. ( 6 )Pursuant to the Merger Agreement, this stock option was, at or immediately prior to the Effective Time, cancelled and converted into the right to receive an amount in cash equal to (i) the excess of the Per Share Price over the exercise price of such stock option, multiplied by (ii) the number of shares of Common Stock subject to such stock option (assuming full vesting of such stock option).

Remarks: Chief Product and Technology Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.