[8-K] Paymentus Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Matson, Inc. (MATX) – Insider Form 4 filing

Executive Vice President and President of Matson Logistics, Jerome James Holland, reported the acquisition of 538 shares of Matson common stock on 07/01/2025. The shares were issued as restricted stock units (RSUs) under the company’s 2025 Incentive Compensation Plan at $0.00 cost. The RSUs vest in three equal annual tranches beginning one year from the grant date and include dividend-equivalent rights. Following the grant, Holland’s direct beneficial ownership increases to 3,738 shares. No disposals, derivative transactions, or Rule 10b5-1 plan trades were disclosed.

The filing was submitted individually by the executive, indicating a routine equity incentive award intended to align management and shareholder interests. No other material changes were reported.

Positive

• Equity alignment: 538 RSUs tie executive compensation to long-term share performance.
• No insider selling: Filing shows only an acquisition, with zero disposals reported.

Negative

• Immaterial size: The 538-share grant is small relative to Matson’s share count, offering limited insight into insider sentiment.

Insights

Securities Analyst

TL;DR: Routine 538-share RSU grant to MATX EVP; limited immediate market impact.

The Form 4 documents a standard incentive award rather than an open-market purchase or sale. The size—538 shares—represents a modest increase to the insider’s holdings and does not signal directional sentiment. Because the RSUs vest over three years, the transaction primarily strengthens long-term alignment but is unlikely to affect near-term valuation or liquidity. No derivative positions or concurrent sales reduce complexity. Overall, the event is neutral from a trading perspective.

Corporate Governance Expert

TL;DR: Equity award supports alignment; governance impact minimal.

Granting RSUs that vest annually encourages retention and shareholder value creation. Inclusion of dividend-equivalent rights maintains economic parity with common shareholders. Absence of a 10b5-1 plan suggests discretionary timing, but the award size is small, mitigating governance concerns. No red flags such as accelerated vesting or option repricing are present. Impact on overall governance posture is neutral.

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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 2, 2025

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.)
11605 North Community House Road, Suite 300
Charlotte, North Carolina				28277
(Address of Principal Executive Offices)				(Zip Code)

(888) 440-4826

Registrant’s Telephone Number, Including Area Code:

Not Applicable

(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.

On July 2, 2025, the Board of Directors (the “Board”) of Paymentus Holdings, Inc. (the “Company”), based upon the recommendation of the Compensation Committee of the Board (the “Committee”), approved the grant of time-based restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan (the “Plan”) to Dushyant Sharma, the Company’s President and Chief Executive Officer. The Committee determined to grant the RSU award to Mr. Sharma after consultation with Compensia, the Committee’s independent compensation consultant, the Committee’s review of the market and CEO equity compensation at Company peers and discussions with Mr. Sharma. The Committee granted the award to Mr. Sharma in recognition of his significant past dedication to and achievements with the Company, in order to address the fact that Mr. Sharma currently has no RSUs, to provide additional retention incentives to Mr. Sharma, to better align Mr. Sharma’s equity compensation with peers and the market and to further align his financial interests with those of the Company’s stockholders. Mr. Sharma has never received an equity award under the Plan, which was adopted in connection with the Company’s 2021 initial public offering.

Mr. Sharma will receive 1,100,000 RSUs. Each RSU represents the right to receive one share of the Company’s Class A common stock upon vesting. The RSUs were granted on July 2, 2025. The RSU grant will vest over four years, with one sixteenth of the RSUs vesting on each quarterly vesting date beginning on August 15, 2025, subject to Mr. Sharma’s continuation as a service provider to the Company through the vesting date. Quarterly vesting dates with respect to any calendar year are February 15, May 15, August 15 and November 15. The unvested portion of Mr. Sharma’s RSU grant will vest immediately (i) in the event of Mr. Sharma’s death or disability, (ii) upon a termination of Mr. Sharma’s employment with the Company other than for cause, (iii) upon Mr. Sharma’s termination of employment with the Company for good reason, or (iv) at any time Mr. Sharma is no longer serving as an employee or consultant to the Company, in the event Mr. Sharma is asked to resign from the Board prior to the end of his then current term or is not nominated to serve as a director by the Board or the Nominating and Corporate Governance Committee of the Board at the expiration of his them current term, in either case other than for cause. Mr. Sharma’s RSU award was granted pursuant to, and in accordance with, the terms of the Plan and the form of Restricted Stock Unit Award Agreement adopted by the Compensation Committee (the “RSU Agreement”). This summary description does not purport to be complete and is qualified entirely by reference to the full text of the RSU Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

10.1+	Form of Restricted Stock Unit Agreement under the 2021 Equity Incentive Plan for Dushyant Sharma
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

			PAYMENTUS HOLDINGS, INC.
Date:	July 2, 2025	By:	/s/ Sanjay Kalra
			Sanjay Kalra Senior Vice President and Chief Financial Officer

FAQ

How many Matson (MATX) shares did EVP Jerome Holland acquire?

He was granted 538 restricted stock units on 07/01/2025.

What type of securities were reported in the Form 4?

The filing discloses restricted stock units (RSUs) with dividend-equivalent rights.

When will the RSUs granted to Holland vest?

They vest in three equal annual installments, starting one year after the grant date.

How many MATX shares does Holland own after the transaction?

His direct beneficial ownership totals 3,738 shares following the grant.

Was any cash paid for the RSUs?

No; the RSUs were issued at $0.00 cost as part of an incentive plan.