Paymentus (PAY) insider Form 4 shows Accel-KKR reallocates convertible shares

Rhea-AI Filing Summary

Thomas C. Barnds, a director affiliated with Accel-KKR, reported a series of in-kind pro rata distributions of Class B common stock on 09/03/2025 to related partnership entities and partners without consideration. The Form 4 shows multiple distributions (transaction code J) converting Class B shares into Class A shares for recordkeeping, with specific transfers of 3,602,968, 180,352, 151,676, 5,084, and 59,920 shares reported to various Accel-KKR entities. Post-transaction indirect beneficial ownership totals are reported for each affiliated vehicle, including totals such as 28,601,221, 1,544,110, and 1,204,039, and aggregate holdings noted across the reporting persons and a trust.

Positive

• In-kind pro rata distribution executed on 09/03/2025 across affiliated Accel-KKR entities (transaction code J).
• Detailed disclosure of ownership chains and voting/investment power among Accel-KKR entities is provided in footnotes, improving transparency.
• Large indirect holdings remain reported for multiple Accel-KKR vehicles after the distributions (e.g., 28,601,221; 1,544,110; 1,204,039).

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider distributed convertible Class B shares among affiliated funds; Accel-KKR retains sizable indirect holdings.

The filings document an internal, in-kind pro rata distribution by the reporting person on 09/03/2025 using transaction code J, which reallocates Class B shares (convertible into Class A) among affiliated Accel-KKR vehicles and partners without cash consideration. The reported numbers show large blocks moved between related entities while maintaining substantial indirect ownership positions reported after the distributions. Because these are transfers among affiliated parties and not open-market sales, direct market supply/price impact is limited based on this filing alone.

Corporate Governance Expert

TL;DR: Governance disclosure clarifies voting and investment power across Accel-KKR entities after distributions.

The Form 4 includes detailed footnotes explaining the chain of control and disclaimers of beneficial ownership among multiple Accel-KKR entities and the reporting persons. It records distributions of Class B shares that are convertible into Class A shares and explicitly states decision-making and general partner relationships, which is useful for transparency on who holds voting and investment power. The filing reiterates that each entity and Mr. Palumbo have separate Form 4s for their interests.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Barnds Thomas

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paymentus Holdings, Inc. [ PAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Class B Common Stock	(1)	09/03/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	28,601,221	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,544,110	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,204,039	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	40,352	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	475,665	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,740,040(5)		4,740,040	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	697,381(6)		697,381	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	43		43	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,512,905(7)		5,512,905	I	See footnote.(8)

Explanation of Responses:

1. Class B Common Stock is convertible at any time, at the holder's election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock and has no expiration date.

2. In-kind pro rata distribution from the Reporting Person to its partners, without consideration.

3. Accel-KKR Holdings GP, LLC , or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP, or CV III; (ii) Accel-KKR Growth Capital Partners III, LP, or GC III; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP, or GC II Strategic; (iv) Accel-KKR Growth Capital Partners II, LP, or GC II; (v) Accel-KKR Members Fund, LLC, or Members Fund; (vi) AKKR Strategic Capital LP, or SC; and (vii) AKKR SC GPI HoldCo LP, or SC GPI. AKKR Fund III Management Company CV, LP, or CV III GP, is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP, or GC III GP, is the sole general partner of GC III.

4. (Continued from footnote 3) AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. AKKR Strategic Capital GP, or SC GP, is the sole general partner of SC. AKKR Management Company, LLC, or UGP, is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Topco GP, is the sole managing member of UGP. AKKR Fund II Management Company, LP, or the Management Company, is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein. Each of the foregoing entities and Mr. Palumbo have separately filed Form 4s reporting their interests.

5. Includes 321,191 shares received from certain of the other reporting persons in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

6. Includes 64,229 shares received from certain of the other reporting persons described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

7. Includes 445,964 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

8. Shares held by the Barnds Living Trust dtd 6/23/2003.

	/s/ Thomas C. Barnds	09/05/2025
	** Signature of Reporting Person	Date
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FAQ

What did Thomas C. Barnds report on Form 4 for PAY?

The Form 4 reports in-kind pro rata distributions of Class B common stock on 09/03/2025 to affiliated Accel-KKR entities using transaction code J.

How many shares were distributed in the filings for PAY?

Reported distributions include 3,602,968, 180,352, 151,676, 5,084, and 59,920 Class B shares converted/recorded as Class A shares.

Did the filing describe changes in beneficial ownership after the transactions?

Yes. The Form 4 lists indirect beneficial ownership totals after the distributions for each affiliated vehicle, including figures such as 28,601,221, 1,544,110, and 1,204,039.

Were the transactions sales or distributions for consideration?

The filing states the transactions were in-kind pro rata distributions made by the reporting person to partners without consideration.

What entities control the reported shares according to the footnotes?

Footnotes identify Accel-KKR entities and general partner/management company structures (e.g., AKKR Fund III Management Company CV, LP; AKKR Management Company, LLC; Topco GP) as having voting and investment power over the reported shares.