[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.
Positive
- None.
Negative
- None.
Insights
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.
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.
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 | -- | -- | -- |
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 II (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. 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. 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. 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.
