PAY insider filing: 3.6M Class B shares reallocated among Accel-KKR entities
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock | 3,602,968 | $0.00 | -- |
| Other | Class B Common Stock | 180,352 | $0.00 | -- |
| Other | Class B Common Stock | 151,676 | $0.00 | -- |
| Other | Class B Common Stock | 5,084 | $0.00 | -- |
| Other | Class B Common Stock | 59,920 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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. In-kind pro rata distribution from the Reporting Person to its partners, without consideration. 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. (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. 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. 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. 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. Shares held by the Barnds Living Trust dtd 6/23/2003.
