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

Rhea-AI Filing Summary

Robert Palumbo, a director and reported 10% owner of Paymentus Holdings, Inc. (PAY), filed a Form 4 disclosing transactions dated 09/10/2025. The filing reports in-kind pro rata distributions (Transaction Code J) converting or distributing Class B Common Stock into Class A Common Stock across multiple Accel-KKR-related entities. Notable reported amounts include 3,602,968, 180,352, 151,676, 5,084, and 59,920 shares of Class B converted/reported as Class A. Several entity-level beneficial ownership totals are shown, including 24,998,253 shares of Class A for one entity and other totals such as 5,061,257, 761,685, and 5,961,991 for related entities. Footnotes explain these were in-kind distributions to partners without consideration and describe complex ownership and voting arrangements among Accel-KKR entities and management companies. The Form 4 is signed by Robert Palumbo and Thomas C. Barnds as attorney-in-fact.

Insights

Securities Analyst

TL;DR: Insider reported multiple in-kind distributions converting Class B to Class A, materially reallocating holdings among Accel-KKR entities.

The Form 4 documents a set of non-sale transactions (Transaction Code J) executed on 09/10/2025 that redistributed Class B shares as Class A shares among several Accel-KKR entities and partners. The filing is explicit that these were in-kind pro rata distributions without consideration, and footnotes detail the layered GP/management-company relationships that determine voting and investment power. Reported per-entity conversions (for example, 3,602,968 and 180,352 shares) and post-transaction beneficial ownership totals are material in size for the reporting group and clarify how equity interests are allocated among the funds and related entities. There is no cash sale or change in control indicated; rather, this is an internal reallocation recorded for disclosure purposes.

Corporate Governance Expert

TL;DR: Filing clarifies beneficial ownership structure and documents internal distributions, highlighting control relationships among Accel-KKR entities.

The disclosure provides useful detail on voting and investment power: Accel-KKR Holdings GP, Topco GP, and various management companies are referenced as controlling entities for the reported shares. Footnotes carefully disclaim direct beneficial ownership except for pecuniary interest and note that related parties have separately filed Form 4s. For governance reviewers, the filing confirms centralized decision-making and documents share reclassification/distribution mechanics rather than open-market transactions.

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

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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^*

Palumbo Robert

(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	X	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)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	24,998,253	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,363,758	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,052,363	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	35,268	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	415,745	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,061,257(5)		5,061,257	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	761,685(6)		761,685	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,961,991(7)		5,961,991	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. 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 II

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. Barnds have separately filed Form 4s reporting their interests.

5. Includes 321,217 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 64,304 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 449,043 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

	/s/ Robert Palumbo, /s/ Thomas C. Barnds, as attorney-in-fact	09/12/2025
	** Signature of Reporting Person	Date
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