Accel‑KKR distributes 11.5M Paymentus shares in‑kind
Paymentus Holdings, Inc. (PAY) disclosed that ten percent owner Thomas Barnds, through various Accel‑KKR affiliated entities, reported several code J restructuring transactions on August 26, 2026.
Rhea-AI Filing Summary
Paymentus Holdings, Inc. (PAY) disclosed that ten percent owner Thomas Barnds, through various Accel‑KKR affiliated entities, reported several code J restructuring transactions on August 26, 2026. These were in‑kind pro rata distributions from the reporting entities to their partners, without consideration, covering 11,454,331 shares in total and no open‑market sales. After these dispositions, indirect positions include 10,116,936 shares of Class B common stock (convertible 1:1 into Class A) and Class A holdings such as 2,245,886 shares via Accel‑KKR Capital Partners CV III, LP and 72,142 shares held by the Barnds Living Trust. The filing states that each reporting person disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 11,454,331 shares
Other
9 txns
Insider
Barnds Thomas
Role
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, 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, 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 — 10,116,936 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 — 72,142 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. Palumbo 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 5,894 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.
- F8. Shares held by the Barnds Living Trust dtd 6/23/2003.
- 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 1,341,593 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.
Key Figures
Restructuring transactions shares: 11,454,331 shares
Restructuring transaction count: 5 transactions
Remaining Class B underlying Class A shares: 10,116,936 shares
+4 more
7 metrics
Restructuring transactions shares
11,454,331 shares
Total shares involved in code J restructuring transactions
Restructuring transaction count
5 transactions
Number of code J dispose transactions reported
Remaining Class B underlying Class A shares
10,116,936 shares
Indirect derivative position in Class B, equal underlying Class A shares
Accel-KKR Capital Partners CV III, LP Class A holding
2,245,886 shares
Indirect Class A Common Stock held via CV III after transactions
AKKR Strategic Capital LP Class A holding
10,845 shares
Indirect Class A Common Stock held via AKKR Strategic Capital LP
Barnds Living Trust Class A holding
72,142 shares
Class A Common Stock held by the Barnds Living Trust
Class B conversion ratio
1 Class B share to 1 Class A share
Class B Common Stock convertible at any time into an equal number of Class A shares
Key Terms
in-kind pro rata distribution, Rule 16a-13, pecuniary interest, Class B Common Stock, +1 more
5 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 ... Rule 16a-13"
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.
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.
FAQ
What did Thomas Barnds report in this Form 4 for PAY?
He reported several code J restructuring transactions on August 26, 2026, involving in‑kind pro rata distributions of 11,454,331 shares by Accel‑KKR affiliated entities to their partners, without consideration, and no open‑market purchases or sales.
What are Thomas Barnds’ remaining indirect Class B holdings in PAY?
A remaining indirect derivative position of 10,116,936 shares of Class B Common Stock, representing an equal number of underlying Class A shares, is reported. The Class B shares are convertible at any time into an equal number of Class A shares and have no expiration date.
What indirect Class A positions are reported for PAY?
Reported indirect Class A positions include 2,245,886 shares held via Accel‑KKR Capital Partners CV III, LP, 10,845 shares via AKKR Strategic Capital LP and 72,142 shares held by the Barnds Living Trust, as shown in the holding entries.
Were these PAY transactions market trades or internal transfers?
They were internal transfers. Footnote F1 describes them as an “in‑kind pro rata distribution” from the reporting entities to their partners, “without consideration”, and not as open‑market purchases or sales.
How does Rule 16a-13 relate to this PAY Form 4?
Footnotes F6 and F11 state that certain transfers, including amounts reflected in Column 5 of Table I and Column 9 of Table II, were exempt from reporting under Rule 16a‑13 under the Exchange Act, characterizing them as exempt internal transfers.
Does the PAY filing address beneficial ownership for Thomas Barnds?
Yes. Footnote F4 states that each reporting person disclaims beneficial ownership of the reported securities except to the extent of that person’s pecuniary interest, and notes that related entities and another individual have separately filed their own Forms 4.
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