Paymentus (PAY) CCO logs tax-withholding share transaction and holdings

Rhea-AI Filing Summary

Paymentus Holdings Chief Commercial Officer Gerasimos (Jerry) Portocalis reported a tax-related share disposition. On February 15, 2026, the issuer withheld 2,989 shares of Class A common stock to cover tax obligations tied to vesting of restricted stock units under the 2021 Equity Incentive Plan.

After this tax-withholding disposition, Portocalis directly beneficially owned 619,685 Class A shares. He also indirectly beneficially owned 47,619 Class A shares held by the Faliron Family Limited Partnership Ltd., where he has sole voting and investment power through the general partner.

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^*

Portocalis Gerasimos (Jerry)

(Last) (First) (Middle)

11605 N. COMMUNITY HOUSE RD.

SUITE 300

(Street)

CHARLOTTE NC 28277

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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
Class A Common Stock	02/15/2026		F(1)		2,989	D	$0	619,685	D
Class A Common Stock								47,619	I	See Explanation of Responses(2)

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

Explanation of Responses:

1. This Form 4 reports the withholding of shares by the issuer to cover tax withholding obligations in connection with the vesting of restricted stock units under the issuer's 2021 Equity Incentive Plan.

2. Represents shares held of record by the Faliron Family Limited Partnership Ltd., a limited partnership of which a single-member limited liability company is the sole general partnerr. The reporting person has sole voting and investment power with respect to the general partner.

	/s/ Andrew A. Gerber, Attorney-in-Fact	02/17/2026
	** 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 insider transaction did PAY Chief Commercial Officer report on this Form 4?

The Chief Commercial Officer reported a tax-withholding disposition of shares. On February 15, 2026, Paymentus Holdings withheld 2,989 Class A common shares to satisfy tax obligations from vesting restricted stock units under the company’s 2021 Equity Incentive Plan, rather than an open-market sale.

How many Paymentus (PAY) shares does the insider own after this Form 4 transaction?

After the reported transaction, the insider directly owned 619,685 Class A common shares. He also indirectly beneficially owned 47,619 additional Class A shares through the Faliron Family Limited Partnership Ltd., where he has sole voting and investment power via the general partner.

Was the PAY Form 4 transaction a sale of shares on the open market?

The filing describes a tax-withholding disposition, not an open-market sale. Paymentus retained 2,989 Class A shares on February 15, 2026 to cover tax liabilities arising from vesting of restricted stock units granted under the company’s 2021 Equity Incentive Plan.

What does the tax-withholding disposition code F mean in this PAY Form 4?

Transaction code F indicates payment of tax liability by delivering securities. In this case, 2,989 Class A shares were withheld by Paymentus on February 15, 2026 to satisfy tax obligations when restricted stock units vested for the Chief Commercial Officer.

How are the indirect PAY shares held for the reporting person on this Form 4?

The indirect holdings are 47,619 Class A shares recorded to the Faliron Family Limited Partnership Ltd. The filing states this partnership’s sole general partner is a single-member LLC, and the reporting person has sole voting and investment power over that general partner entity.

Who is the insider named in this Paymentus (PAY) Form 4 and what is their role?

The insider is Gerasimos (Jerry) Portocalis, serving as Chief Commercial Officer. He is not listed as a director or 10% owner, but as an officer reporting equity activity related to restricted stock unit vesting and associated tax-withholding share disposition on February 15, 2026.