Paymentus (PAY) Form 4: Jason Klein Adds 145,863 Class B Shares

Rhea-AI Filing Summary

Jason Klein, a director of Paymentus Holdings, Inc. (PAY), reported a change in beneficial ownership dated 08/20/2025. Mr. Klein received 145,863 shares of Class B common stock in a pro rata distribution from funds affiliated with Accel-KKR; the acquisition was exempt under Rule 16a-9(a). Class B shares are convertible into an equal number of Class A shares and have no expiration date. Following the reported transaction, 1,440,004 shares of Class A common stock are shown as indirectly beneficially owned through The Jason and Farah Klein Revocable Trust. The Form 4 was signed and dated 08/22/2025.

Positive

• Director disclosed an acquisition of 145,863 Class B shares, improving transparency under Section 16 reporting requirements
• Acquisition was exempt under Rule 16a-9(a), indicating the shares were distributed from affiliated funds rather than through open-market trades

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a pro rata distribution of 145,863 Class B shares, increasing indirect beneficial ownership to 1,440,004 shares.

The filing documents a non-derivative acquisition by a director via a pro rata distribution from Accel-KKR-affiliated funds, exempt under Rule 16a-9(a). The Class B shares are convertible into Class A on a one-for-one basis, so the economic exposure aligns with ordinary equity ownership. This is a routine capital distribution rather than an open-market purchase or sale and does not by itself reveal intent to buy or sell in public markets. The transaction increases reported indirect ownership via the Klein revocable trust, which may modestly raise their ownership stake in aggregate but provides no new financial results or guidance.

Corporate Governance Expert

TL;DR: Transaction is a routine, exempt internal distribution to a director with indirect holdings held in a family trust.

The Form 4 indicates proper disclosure of an internal distribution of Class B shares to a director and cites the applicable exemption. The use of an indirect vehicle (the revocable trust) for beneficial ownership is common and appropriately disclosed in the footnotes. There is no indication of related-party transfers beyond the Accel-KKR-affiliated fund distribution disclosed, and the filing appears to satisfy Section 16 reporting requirements for this event.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Klein Jason

Role Director

Type	Security	Shares	Price	Value
Other	Class B Common Stock	145,863	$0.00	--

Holdings After Transaction: Class B Common Stock — 1,440,004 shares (Indirect, See footnote)

Footnotes (1)

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. Shares received in a pro rata distribution from funds affiliated with Accel-KKR. The acquisition of such shares was exempt pursuant to Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended. Shares held by The Jason and Farah Klein Revocable Trust dtd 1/27/2011.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/22/2025 - 05:51 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Klein Jason

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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)	08/20/2025		J(2)	V	145,863		(1)	(1)	Class A Common Stock	145,863	$0(2)	1,440,004	I	See footnote(3)

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. Shares received in a pro rata distribution from funds affiliated with Accel-KKR. The acquisition of such shares was exempt pursuant to Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended.

3. Shares held by The Jason and Farah Klein Revocable Trust dtd 1/27/2011.

	/s/ Jason Klein	08/22/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Jason Klein report on Form 4 for PAY?

Jason Klein reported receiving 145,863 Class B shares in a pro rata distribution from funds affiliated with Accel-KKR on 08/20/2025, with the Form 4 signed 08/22/2025.

How many shares does Jason Klein beneficially own after the transaction?

1,440,004 shares of Class A common stock are reported as indirectly beneficially owned following the transaction, held by The Jason and Farah Klein Revocable Trust.

Were the shares acquired in an open-market purchase?

No. The filing states the shares were received in a pro rata distribution from Accel-KKR-affiliated funds and were exempt under Rule 16a-9(a).

What is the conversion characteristic of the Class B shares reported?

Class B Common Stock is convertible at any time into an equal number of Class A Common Stock and has no expiration date, per the filing footnote.

Is the beneficial ownership direct or indirect?

Indirect. The 1,440,004 shares are held indirectly through The Jason and Farah Klein Revocable Trust dated 1/27/2011.