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

Rhea-AI Filing Summary

Paymentus Holdings (PAY) Form 4: Director Adam Malinowski reported receipt of 13,312 shares of Class B Common Stock on 08/26/2025 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 have no expiration. Following the reported transaction, Malinowski directly beneficially owned 148,382 shares of Class A Common Stock. The acquisition was reported as exempt under Rule 16a-9(a). The filing was signed by an attorney-in-fact on 08/28/2025.

Positive

• Reported acquisition of 13,312 Class B shares, increasing the reporting person's direct beneficial ownership to 148,382 shares.
• Transaction disclosed as exempt under Rule 16a-9(a), clarifying it resulted from a pro rata distribution from funds affiliated with Accel-KKR.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider receipt increases direct holding modestly; no purchase price recorded and exempt treatment applied.

The filing shows a pro rata distribution of 13,312 Class B shares to a director, increasing his direct beneficial ownership to 148,382 shares. The Class B shares convert one-for-one into Class A shares and carry no expiration, so economic exposure is equivalent to 13,312 additional Class A shares upon conversion. The transaction is reported as exempt under Rule 16a-9(a), indicating it arose from affiliated fund distributions rather than an open-market purchase. For investors, this is a non-cash allocation by affiliated funds rather than a market signal from an open-market trade.

Corporate Governance Expert

TL;DR: Disclosure is complete for this transfer; exemption and attorney-in-fact signature are properly noted.

The Form 4 discloses the director relationship, the nature of the securities (convertible Class B), and the exempt basis for acquisition under Rule 16a-9(a). The use of an attorney-in-fact for signature is documented with date. There are no indications of derivative grants, option exercise, or dispositions that would raise governance flags. This appears to be a routine reporting of a fund distribution to an affiliated insider.

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)
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)	V	13,312		(1)	(1)	Class A Common Stock	13,312	$0	148,382	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	08/28/2025
	** 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 the Form 4 for Paymentus (PAY)?

He reported receipt of 13,312 Class B Common Stock on 08/26/2025, resulting in 148,382 shares beneficially owned following the transaction.

Why was the acquisition exempt on the Form 4?

The filing states 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).

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

The Form 4 explains Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.

When was the Form 4 signed and by whom?

The form was signed by Thomas C. Barnds, as Attorney-in-Fact for Adam Malinowski on 08/28/2025.

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

No. The Form 4 lists the reported Class A common stock amount with a price of $0, consistent with a pro rata distribution rather than a cash purchase.