[Form 4] Paymentus Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thomas C. Barnds, a director affiliated with Accel-KKR, reported changes in beneficial ownership of Paymentus Holdings, Inc. (PAY) on Form 4 dated 08/26/2025 and signed 08/28/2025. The filing shows in-kind pro rata distributions of Class B common stock among multiple Accel-KKR-related entities, resulting in reported holdings converted or reported as Class A common stock equivalents. Specific reported movements include 3,602,968 Class B shares (reported as 3,602,968 Class A equivalent shares) for Accel-KKR Capital Partners CV III, LP and smaller distributions to other Accel-KKR entities (for example, 180,352, 151,676, 59,920, 5,084). The filing discloses that Class B shares are convertible into Class A on a one-for-one basis and that the distributions were in-kind, pro rata, without consideration. The report lists total indirect and direct holdings across related entities and notes certain shares held by the Barnds Living Trust.

Positive

• Transparent disclosure of in-kind distributions and detailed footnotes clarifying ownership and voting/control relationships
• No open-market sales reported; transactions are described as in-kind pro rata distributions without consideration, indicating internal reallocation
• Clarifies convertibility of Class B shares into Class A on a one-for-one basis, aiding investor understanding of share-class economics

Negative

• Concentration of ownership among Accel-KKR-related entities is evident, with multi-million share positions (e.g., 3,602,968 shares reported for CV III)
• Complex ownership structure requiring multiple cross-referenced entities and footnotes, which can make immediate assessment of ultimate beneficial ownership more difficult

Insights

Securities Analyst

TL;DR: Large in-kind distributions among Accel-KKR entities changed reported beneficial ownership but did not reflect open-market sales.

The Form 4 documents an internal, in-kind pro rata distribution of Class B common stock of Paymentus Holdings (PAY) among multiple Accel-KKR-related entities on 08/26/2025, recorded by reporting person Thomas C. Barnds. The filing specifies that Class B shares convert one-for-one into Class A shares and cites aggregated post-transaction beneficial ownership figures (for example, 3,602,968 shares reported for CV III and totals of millions of Class A-equivalent shares across related vehicles). Because the transactions are described as distributions without consideration, they represent ownership reallocation within the sponsor group rather than public dispositions. The disclosure also clarifies complex ownership and voting arrangements among Accel-KKR entities and the reporting persons.

Corporate Governance Expert

TL;DR: The filing clarifies voting and investment power structure and records reallocation of Class B shares within affiliated entities.

The filing provides detailed attribution of voting and investment power: Accel-KKR Holdings GP, LLC (Topco GP) and affiliated management companies control the reported entities, and each reporting person disclaims beneficial ownership except to the extent of pecuniary interest. The in-kind pro rata distributions (noted as Code J) and accompanying footnotes document transfers among related funds and subsequent adjustments to indirect holdings, including shares held by the Barnds Living Trust. This Form 4 improves transparency on sponsor-level ownership and the internal allocation of convertible Class B stock, important for understanding control and potential conversion exposure, while not showing any public-market sales or purchases.

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)
08/26/2025

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)	08/26/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	32,204,189	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,724,462	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,355,715	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	45,436	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	535,585	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,418,849(5)		4,418,849	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	633,152(6)		633,152	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	5,066,941(7)		5,066,941	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 321,208 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 64,347 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 450,830 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	08/28/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions were reported on the Paymentus (PAY) Form 4 filed by Thomas C. Barnds?

The Form 4 reports in-kind pro rata distributions (Code J) of Class B common stock on 08/26/2025 among Accel-KKR-related entities; no open-market purchases or sales are reported.

How many shares were involved in the largest reported distribution on this Form 4?

The largest reported line shows 3,602,968 Class B shares (reported as 3,602,968 Class A-equivalent shares) associated with Accel-KKR Capital Partners CV III, LP.

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 on a one-for-one basis.

Did the filing indicate any consideration was paid for the distributions?

No. The filing states the distributions were in-kind pro rata distributions without consideration.

Who controls the voting and investment power over the distributed shares?

Footnotes state that Accel-KKR Holdings GP, LLC (Topco GP) and affiliated management entities exercise voting and investment power over the shares owned by the listed Accel-KKR funds and vehicles.