Paymentus (PAY) Director Added 13,308 Class B Shares via Fund Distribution

Rhea-AI Filing Summary

Adam Malinowski, a director of Paymentus Holdings, Inc. (PAY), reported receiving 13,308 shares of Class B common stock on 09/10/2025 in a pro rata distribution from funds affiliated with Accel-KKR. Class B shares are convertible into an equal number of Class A shares and carry no expiration. Following the distribution, Malinowski beneficially owned 174,985 shares of Paymentus common stock on a direct basis. The acquisition was reported as exempt under Rule 16a-9(a) and was executed through counsel.

Positive

• Director received 13,308 shares increasing direct ownership to 174,985 shares
• Class B shares are convertible one-for-one into Class A shares with no expiration, preserving economic and voting flexibility

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director increased direct holdings via a pro rata distribution, modestly strengthening alignment with shareholders.

The filing shows a non-purchase acquisition of 13,308 Class B shares that convert one-for-one into Class A shares. As a director, Malinowski's increased direct ownership to 174,985 shares may modestly enhance his alignment with public shareholders. The transaction is exempt under Rule 16a-9(a), indicating it resulted from a distribution by affiliated private funds rather than an open-market purchase, which limits immediate market signaling about intent to trade.

Securities Analyst

TL;DR: Insider received shares through fund distribution; ownership rose to 174,985 shares, but no cash price or sale occurred.

The Form 4 discloses a J-code distribution of 13,308 Class B shares at $0, increasing direct beneficial ownership to 174,985 shares. The convertible nature of Class B shares means voting/economic exposure can convert to Class A on a one-for-one basis. Because the receipt was via affiliated funds and exempt under Rule 16a-9(a), this is a non-market transfer rather than a typical insider buy or sell, so immediate valuation impact is limited.

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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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^*

Malinowski Adam

(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)
09/10/2025

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)	09/10/2025		J(2)	V	13,308		(1)	(1)	Class A Common Stock	13,308	$0	174,985	D

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.

	/s/ Thomas C. Barnds, as Attorney-in-Fact for Adam Malinowski	09/12/2025
	** 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 Adam Malinowski report on Form 4 for PAY?

The report states he received 13,308 Class B shares in a pro rata distribution and now directly beneficially owns 174,985 shares.

How were the 13,308 shares acquired according to the filing?

The shares were received in a pro rata distribution from funds affiliated with Accel-KKR and the acquisition was exempt under Rule 16a-9(a).

Are the Class B shares convertible into Class A shares?

Yes. The filing states Class B common stock is convertible at any time into an equal number of Class A common shares and has no expiration date.

Does the Form 4 show any cash purchase price for the shares?

No. The reported transaction indicates a $0 price, consistent with a distribution rather than a market purchase.

Does this filing indicate a sale or disposal of PAY shares by the reporting person?

No. The Form 4 reports an acquisition via distribution and shows direct beneficial ownership following the transaction; no disposals are reported.