Paymentus Holdings (NYSE: PAY) appoints AKKR’s Gregory Williams to board

Rhea-AI Filing Summary

Paymentus Holdings, Inc. reported that director Adam Malinowski, originally nominated by Accel‑KKR (AKKR), notified the Board on July 22, 2026 of his intention to resign, effective July 23, 2026. The company states his resignation is not due to any disagreement regarding operations, policies or practices.

On July 23, 2026 the Board elected Gregory Williams to fill the vacancy as a Class II director with a term expiring at the 2029 Annual Meeting of Stockholders and determined he meets New York Stock Exchange independence requirements. Williams, a Managing Director at AKKR since July 2009, was appointed under director nomination rights in a May 24, 2021 Stockholders Agreement. Consistent with existing practice for AKKR‑nominated directors, he is not expected to receive cash retainers or equity awards and will enter into the company’s standard Director and Officer Indemnification Agreement. He is not involved in any related party transaction and is not expected to serve on Board committees.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Resignation effective date: July 23, 2026 Resignation notice date: July 22, 2026 Appointment date: July 23, 2026 +3 more

6 metrics

Resignation effective date July 23, 2026 Effective date of Adam Malinowski’s resignation as director

Resignation notice date July 22, 2026 Date Malinowski notified the Board of his intention to resign

Appointment date July 23, 2026 Date Gregory Williams was elected to the Board

Director term end 2029 Annual Meeting of Stockholders Expiration of Gregory Williams’ term as Class II director

Stockholders Agreement date May 24, 2021 Date of Stockholders Agreement granting AKKR nomination rights

Accel‑KKR tenure Since July 2009 Gregory Williams has been a Managing Director at AKKR since July 2009

Key Terms

Emerging growth company, Nominating and Corporate Governance Committee, Stockholders Agreement, Director and Officer Indemnification Agreement, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nominating and Corporate Governance Committee regulatory

"upon the recommendation of the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Stockholders Agreement regulatory

"pursuant to the nomination rights granted to AKKR under the Stockholders Agreement"

Director and Officer Indemnification Agreement regulatory

"enter into the Company’s standard form of Director and Officer Indemnification Agreement"

related party transaction regulatory

"not a participant in any related party transaction required to be reported"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

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FAQ

What board change did Paymentus (PAY) disclose and when is it effective?

Paymentus disclosed that director Adam Malinowski will resign from its Board effective July 23, 2026. He notified the Board on July 22, 2026, and the company states the resignation is not due to any disagreement over operations, policies, or practices.

Who is Gregory Williams and what role will he have at Paymentus (PAY)?

Gregory Williams, a Managing Director at Accel‑KKR since July 2009, has been elected a Class II director on the Paymentus Board. His term runs until the company’s 2029 Annual Meeting of Stockholders, and he is not expected to serve on any Board committee.

How was Gregory Williams selected to the Paymentus (PAY) Board of Directors?

Gregory Williams was appointed under nomination rights granted to Accel‑KKR in a Stockholders Agreement dated May 24, 2021. The Board elected him on July 23, 2026, upon recommendation of its Nominating and Corporate Governance Committee to fill the vacancy created by Malinowski’s resignation.

Is Gregory Williams considered independent under NYSE rules at Paymentus (PAY)?

Yes. The Board determined that Gregory Williams meets the independence requirements of the New York Stock Exchange. Despite being an Accel‑KKR managing director and nominee, he qualifies as an independent director under the exchange’s applicable listing standards.

What compensation will Gregory Williams receive as a Paymentus (PAY) director?

Under Paymentus’ practices for Accel‑KKR nominated directors, Gregory Williams is not expected to receive cash retainer fees or equity awards for Board service. He will, however, enter into the company’s standard Director and Officer Indemnification Agreement for liability protection.

Are there any related party transactions involving Gregory Williams at Paymentus (PAY)?

The company states that Gregory Williams is not a participant in any related party transaction reportable under Item 404(a) of Regulation S‑K. Apart from the Accel‑KKR nomination arrangements described, there are no other understandings governing his selection as a director.

0001841156false00018411562026-07-222026-07-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 22, 2026

Paymentus Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40429	45-3188251
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
15601 Dallas Parkway, Suite 600
Addison, Texas				75001
(Address of Principal Executive Offices)				(Zip Code)

(888) 440-4826

Registrant’s Telephone Number, Including Area Code:

11605 North Community House Road, Suite 300

Charlotte, North Carolina 28277

(Former Name or Former Address, if Changed Since Last 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
Class A Common Stock, par value $0.0001 per share		PAY		New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Adam Malinowski from the Board of Directors

On July 22, 2026, Adam Malinowski notified the Board of Directors (the “Board”) of Paymentus Holdings, Inc. (the “Company”) of his intention to resign as a director of the Company, effective July 23, 2026. Mr. Malinowski was originally nominated to the Board by Accel-KKR ("AKKR"). His resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Gregory Williams to the Board of Directors

On July 23, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Gregory Wiliams, effective immediately, to fill the vacancy created by the resignation of Adam Malinowski. Mr. Williams was elected as a Class II director whose term expires at the Company’s 2029 Annual Meeting of Stockholders. The Board has determined that Mr. Williams meets the independence requirements of the listing standards of the New York Stock Exchange.

Mr. Williams has been a Managing Director at AKKR, a technology-focused private equity firm, since July 2009. He has served on the boards of many private companies and currently serves on the boards of several of AKKR’s private portfolio companies. Mr. Williams holds an M.B.A. from the Darden School at the University of Virginia and an A.B. in History from Harvard College. We believe that Mr. Williams’ experience in the areas of corporate strategy, finance, business transactions and technology investments, as well as his extensive experience serving on other boards of directors, qualify him to serve on our Board.

Mr. Williams was appointed pursuant to the nomination rights granted to AKKR under the Stockholders Agreement, dated as of May 24, 2021, by and among the Company, certain entities affiliated with AKKR and Dushyant Sharma and certain of his affiliates (the “Sharma Parties”), which is filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026. The Stockholders Agreement provides AKKR and the Sharma Parties with certain rights with respect to the nomination of directors to the Board subject to specific ownership thresholds. This summary description does not purport to be complete and is qualified entirely by reference to the full text of the Stockholders Agreement, which is incorporated herein by reference.

Consistent with the Company’s outside director compensation practices applicable to other AKKR nominated directors, it is not expected that Mr. Williams will receive any cash retainer fees or equity awards for his service on the Board.

In connection with his appointment to the Board, the Company and Mr. Williams will enter into the Company’s standard form of Director and Officer Indemnification Agreement, which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026, pursuant to which the Company will agree, among other things, to indemnify Mr. Williams against certain liabilities which may arise by reason of his status as a director. This summary description does not purport to be complete and is qualified entirely by reference to the full text of the Director and Officer Indemnification Agreement, which is incorporated herein by reference.

Mr. Williams is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K promulgated by the SEC. Mr. Williams is not expected to be appointed to any committee of the Board. Except as described above, there are no arrangements or understandings between Mr. Williams and any other person pursuant to which Mr. Williams was selected as a director of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Stockholders Agreement, dated as of May 24, 2021, by and among Paymentus Holdings, Inc. and the other signatories thereto (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026)
10.2+	Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Indicates a management contract or compensatory plan or arrangement.

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 thereunto duly authorized.

			PAYMENTUS HOLDINGS, INC.
Date:	July 23, 2026	By:	/s/ Dushyant Sharma
			Dushyant Sharma Chairman, President and Chief Executive Officer

Filing Exhibits & Attachments

1 document

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