01—Abstract
Summary
Summary of the 8-K filed April 8, 2025. Cited figures are marked; the original filing is the authoritative source.
Paychex, Inc. (PAYX) filed this Form 8-K on April 8, 2025 under Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits).
The filing recaps that, as previously disclosed, Paychex, its indirect wholly owned subsidiary Skyline Merger Sub, Inc., and Paycor HCM, Inc. entered into an Agreement and Plan of Merger on January 7, 2025. The filing's substantive content is administrative. It attaches Exhibit 23.1, the consent of Ernst and Young LLP, Paycor's independent registered public accounting firm, to the incorporation by reference of its report dated August 22, 2024 on Paycor's consolidated financial statements included in Paycor's Annual Report on Form 10-K for the year ended June 30, 2024.
The consent is being furnished for incorporation by reference into Paychex's Registration Statement on Form S-3 (No. 333-286249). The filing also includes Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document. It does not itself disclose new operating results, deal terms, or financial figures.
02—Key points
Key Highlights
- Paychex, Skyline Merger Sub, Inc. and Paycor HCM, Inc. entered into a Merger Agreement on January 7, 2025, as previously disclosed.
- Exhibit 23.1 is the consent of Ernst and Young LLP to the use of its report dated August 22, 2024 on Paycor's consolidated financial statements.
- The Paycor financial statements referenced are those included in Paycor's Annual Report on Form 10-K for the year ended June 30, 2024.
- The consent is filed for incorporation by reference into Paychex's Form S-3 Registration Statement (No. 333-286249).
- Exhibit 104 provides the cover page Interactive Data File embedded in the Inline XBRL document.
- The filing contains no new financial results, guidance, or merger financial terms.
03—Questions
Frequently Asked Questions
What does this 8-K filing announce?
The filing does not announce a new transaction. It references the previously disclosed Merger Agreement dated January 7, 2025 among Paychex, Skyline Merger Sub, Inc. and Paycor HCM, Inc., and it files an auditor consent and an XBRL cover page exhibit.
Why was Ernst and Young LLP's consent filed?
The consent of Ernst and Young LLP, Paycor's independent registered public accounting firm, is attached as Exhibit 23.1 so that it can be incorporated by reference into Paychex's Form S-3 Registration Statement (No. 333-286249). It covers Ernst and Young's report dated August 22, 2024 on Paycor's consolidated financial statements in Paycor's Form 10-K for the year ended June 30, 2024.
Does this filing include any financial results or deal terms?
No. The filing states only the parties to the Merger Agreement, the January 7, 2025 date, the auditor consent, and the XBRL cover page exhibit. It does not provide purchase price, financial results, or other transaction terms.
What is Exhibit 104?
Exhibit 104 is the Cover Page Interactive Data File embedded within the Inline XBRL document, which tags the filing's cover page information in machine-readable form.
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