Paymentus (PAY) insider withholding: Sharma retains 1.07M shares

Rhea-AI Filing Summary

Insider tax-withholding reduced the reporting person's stake in Paymentus Holdings. The Form 4 shows that Dushyant Sharma, who serves as Chairman, President and CEO and is reported as a 10% owner, disposed of 27,054 shares of Class A common stock on 08/15/2025 through a transaction coded F, which the filer explains was the issuer withholding shares to satisfy tax withholding on vested restricted stock units. After the withholding, Mr. Sharma (directly and indirectly via Ashigrace LLC) beneficially owns 1,072,946 shares. Ashigrace LLC is owned and solely managed by Mr. Sharma and holds shares indirectly for him.

Insights

Corporate Governance Expert

TL;DR: Routine share withholding for taxes; no indication of discretionary sale or material change in ownership stake.

This Form 4 documents a non-discretionary, issuer-conducted withholding event tied to RSU vesting rather than an open-market sale. Such transactions are common when companies withhold shares to satisfy withholding obligations and typically do not signal a change in executive intent or liquidity needs. The report clarifies direct and indirect holdings, noting Ashigrace LLC is controlled solely by Mr. Sharma, which maintains consolidated beneficial ownership reporting consistency.

Securities Analyst

TL;DR: Small, routine disposition via withholding; immaterial to valuation based on disclosed numbers.

The disposal of 27,054 shares appears to be solely for tax settlement of vested equity and not a market disposition. Post-transaction beneficial ownership of 1,072,946 shares remains substantial but the filing does not indicate any change in control or planned further sales. No derivative activity is reported. For investors, this is a housekeeping disclosure rather than a material corporate action.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sharma Dushyant

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	27,054	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,072,946 shares (Direct); Class A Common Stock — 1 shares (Indirect, See Explanation of Responses)

Footnotes (1)

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. Represents securities held directly by Ashigrace LLC. Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by Ashigrace LLC.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sharma Dushyant

(Last) (First) (Middle)

11605 N. COMMUNITY HOUSE ROAD

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Class A Common Stock	08/15/2025		F(1)		27,054	D	$0	1,072,946	D
Class A Common Stock								1	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 securities held directly by Ashigrace LLC. Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by Ashigrace LLC.

	/s/ Andrew A. Gerber, Attorney-in-Fact	08/18/2025
	** 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 transaction did Dushyant Sharma report on the PAY Form 4?

The Form 4 reports the withholding of 27,054 Class A common shares to satisfy tax withholding obligations related to RSU vesting.

How many Paymentus (PAY) shares does Mr. Sharma beneficially own after the transaction?

After the withholding, Mr. Sharma beneficially owns 1,072,946 shares of Class A common stock.

Was this a market sale or a different type of transaction?

This was not an open-market sale; the transaction is coded F and explained as issuer withholding to cover taxes on vested restricted stock units.

Does Mr. Sharma hold shares indirectly through any entity?

Yes. The filing states that Ashigrace LLC holds securities directly and Dushyant Sharma is the sole manager with sole voting and dispositive power.

Are there any derivative transactions reported in this Form 4?

No derivative transactions are reported in Table II; only the non-derivative withholding event is disclosed.