Paymentus director distributes 11.5M Class B shares
Paymentus Holdings, Inc. (PAY) reported that director and ten percent owner Robert Palumbo restructured holdings in its stock on 2026-08-26.
Rhea-AI Filing Summary
Paymentus Holdings, Inc. (PAY) reported that director and ten percent owner Robert Palumbo restructured holdings in its stock on 2026-08-26. Accel‑KKR affiliated funds effected code J transactions disposing of 11,454,331 shares of Class B Common Stock through in-kind pro rata distributions to their partners, without consideration, and certain internal transfers exempt under Rule 16a‑13. After these changes, Palumbo continues to hold significant direct and indirect positions in Class B Common Stock (convertible one-for-one into Class A with no expiration) and in Class A Common Stock through various Accel‑KKR entities and a personal annuity trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 11,454,331 shares
Other
11 txns
Insider
Palumbo Robert
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F9, F1, F2, F3, F4 | 9,736,723 | $0.00 | $0.00 |
| Other | Class B Common Stock F9, F1, F2, F3, F4 | 416,038 | $0.00 | $0.00 |
| Other | Class B Common Stock F9, F1, F2, F3, F4 | 607,024 | $0.00 | $0.00 |
| Other | Class B Common Stock F9, F1, F10, F11, F2, F3, F4 | 600,000 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F3, F4 | 94,546 | $0.00 | $0.00 |
| holding | Class B Common Stock F9, F12 | -- | -- | -- |
| holding | Class B Common Stock F9, F8 | -- | -- | -- |
| holding | Class A Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Class A Common Stock F5, F6, F2, F3, F4 | -- | -- | -- |
| holding | Class A Common Stock F7 | -- | -- | -- |
| holding | Class A Common Stock F8 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 146,020 contracts (Indirect, Accel-KKR Capital Partners CV III, LP);
Class B Common Stock — 0 contracts (Indirect, Accel-KKR Growth Capital Partners III, LP);
Class B Common Stock — 100 contracts (Indirect, Accel-KKR Members Fund, LLC);
Class B Common Stock — 2,489,787 contracts (Indirect, AKKR Strategic Capital LP);
Class A Common Stock — 0 shares (Indirect, Accel-KKR Growth Capital Partners III, LP);
Class B Common Stock — 2,935,308 contracts (Direct);
Class B Common Stock — 7,181,629 contracts (Indirect, See footnote);
Class A Common Stock — 2,245,886 shares (Indirect, Accel-KKR Capital Partners CV III, LP);
Class A Common Stock — 10,845 shares (Indirect, AKKR Strategic Capital LP);
Class A Common Stock — 7,835 shares (Direct);
Class A Common Stock — 64,308 shares (Indirect, See footnote)
Footnotes (12)
- F1. In-kind pro rata distribution from the Reporting Person to its partners, without consideration.
- F2. 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) (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.
- F3. (Continued from footnote 2) 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. 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,
- F4. (Continued from footnote 3) 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. Barnds have separately filed Form 4s reporting their interests.
- F5. Includes 2,583 shares received from certain of the other Reporting Persons in the distribution described in footnote 1. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
- F6. The total reported in Column 5 of Table I reflects a transfer from SC GPI to SC. The transfer was exempt from reporting under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, pursuant to Rule 16a-13 under the Exchange Act.
- F7. Includes 5,896 shares received from certain of the other Reporting Persons in the distribution described in footnote 1. Such shares were previously reported as indirectly owned through the entities effecting such distributions. The total reported in Column 5 of Table I also includes 1,939 shares that were inadvertently reported as held indirectly by the Reporting Person on the Form 4 filed on August 19, 2026.
- F8. Shares held by the Palumbo 2026 Annuity Trust.
- F9. 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.
- F10. Includes 1,002,627 shares received from certain of the other Reporting Persons in the distribution described in footnote 1. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
- F11. The total reported in Column 9 of Table II reflects a transfer from SC GPI to SC. The transfer was exempt from reporting under Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act.
- F12. Includes 1,341,592 shares received from certain of the other Reporting Persons in the distribution described in footnote 1. Such shares were previously reported as indirectly owned through the entities effecting such distributions. The total reported in Column 9 of Table II also includes 1,593,716 shares that were inadvertently reported as held indirectly by the Reporting Person on the Form 4 filed on August 19, 2026.
Key Figures
Restructuring shares: 11,454,331 shares of Class B Common Stock
Direct derivative position: 2,935,308 underlying shares of Class A Common Stock
Indirect derivative position: 7,181,629 underlying shares of Class A Common Stock
+4 more
7 metrics
Restructuring shares
11,454,331 shares of Class B Common Stock
Aggregate shares involved in code J restructuring transactions on 2026-08-26
Direct derivative position
2,935,308 underlying shares of Class A Common Stock
Underlying shares from directly held Class B Common Stock after transactions
Indirect derivative position
7,181,629 underlying shares of Class A Common Stock
Underlying shares from indirectly held Class B Common Stock after transactions
Indirect Class A via CV III
2,245,886 shares of Class A Common Stock
Indirectly held through Accel-KKR Capital Partners CV III, LP after transactions
Indirect Class A via AKKR Strategic Capital LP
10,845 shares of Class A Common Stock
Indirect holding through AKKR Strategic Capital LP after transactions
Direct Class A holding
7,835 shares of Class A Common Stock
Directly held by Robert Palumbo after transactions
Indirect Class A via Palumbo 2026 Annuity Trust
64,308 shares of Class A Common Stock
Indirect holding through the Palumbo 2026 Annuity Trust after transactions
Key Terms
in-kind pro rata distribution, Rule 16a-13, beneficial ownership, pecuniary interest, +2 more
6 terms
in-kind pro rata distribution financial
"In-kind pro rata distribution from the Reporting Person to its partners"
Rule 16a-13 regulatory
"The transfer was exempt from reporting under Section 16 ... pursuant to Rule 16a-13"
beneficial ownership financial
"Each of the Reporting Persons disclaims beneficial ownership of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest"
Class B Common Stock financial
"Class B Common Stock is convertible at any time, at the holder's election"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
annuity trust financial
"Shares held by the Palumbo 2026 Annuity Trust"
FAQ
What insider activity did PAY disclose for Robert Palumbo on August 26, 2026?
PAY reported that Robert Palumbo, a director and ten percent owner, disposed of shares in connection with code J restructuring transactions involving Accel‑KKR funds, mainly in-kind pro rata distributions of Class B Common Stock to fund partners and internal transfers among related entities.
Were the PAY insider transactions market sales or in-kind distributions?
The filing describes the dispositions as an in-kind pro rata distribution from the Reporting Person to its partners, without consideration, and as transfers between related entities exempt under Rule 16a‑13, rather than open-market sales.
What direct and indirect Class A holdings in PAY does Robert Palumbo report after the restructuring?
Post-transaction holdings include 7,835 shares of Class A Common Stock held directly, 2,245,886 Class A shares held indirectly through Accel‑KKR Capital Partners CV III, LP, 10,845 Class A shares through AKKR Strategic Capital LP, and 64,308 Class A shares held indirectly via the Palumbo 2026 Annuity Trust.
Is Paymentus (PAY) Class B Common Stock convertible, and does it expire?
Yes. The filing states that Class B Common Stock is convertible at any time, at the holder’s election and automatically in connection with certain transfers and other events, into an equal number of shares of Class A Common Stock, and that it has no expiration date.
Were the PAY insider transactions under a Rule 10b5-1 trading plan?
No. The document-level Rule 10b5‑1(c) checkbox is not marked as affirming a plan, and the footnotes do not state that these transactions were executed pursuant to a Rule 10b5‑1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
