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

Rhea-AI Filing Summary

Paymentus Holdings, Inc. (PAY) Form 4 shows insider stock distributions and related beneficial ownership disclosures by Robert Palumbo and affiliated Accel-KKR entities. On 08/26/2025 the filing reports in-kind, pro rata distributions of Class B Common Stock that are convertible into Class A Common Stock. The schedule lists specific share movements: 3,602,968 Class B shares (reported as Class A equivalent) related to Accel-KKR Capital Partners CV III, LP; smaller distributions to other Accel-KKR funds (180,352; 151,676; 5,084; 59,920 shares) and aggregate indirect holdings noted across affiliated entities. Footnotes explain the conversion feature of Class B shares, the in-kind, no-consideration nature of the distributions, and the reporting structure showing voting and investment power held through a series of Accel-KKR entities. The form is signed by Robert Palumbo (with Thomas C. Barnds as attorney-in-fact) on 08/28/2025.

Positive

• Clear disclosure of in-kind distributions and post-transaction beneficial ownership by each affiliated Accel-KKR entity
• Explained conversion feature that Class B shares convert 1-for-1 into Class A Common Stock
• Governance mapping through footnotes showing voting and investment power held by Mr. Palumbo and affiliated entities

Negative

• None.

Insights

Financial Analyst

TL;DR: This is a reallocation of existing founder/insider shares among related Accel-KKR entities, disclosed transparently; not a public sale.

The Form 4 records an in-kind pro rata distribution on 08/26/2025 of Class B Common Stock convertible into Class A shares across several Accel-KKR vehicles controlled by the reporting persons. The filing provides detailed post-transaction beneficial ownership figures for each affiliated entity, clarifies that distributions were without consideration, and notes that Class B shares convert 1:1 to Class A. For investors, the filing documents ownership and control linkages but does not show an outright market sale or change in aggregate ownership by the Accel-KKR group as disclosed.

Corporate Governance Expert

TL;DR: The filing describes internal allocations within a sponsor group and includes clear attribution of voting and investment power through layered entities.

The explanatory footnotes map the governance structure: decision-making is controlled by Mr. Palumbo and Mr. Barnds through a chain of general partners and management companies. The Form 4 appropriately discloses indirect versus direct ownership, distributions among fund entities, and the conversion mechanics of Class B shares. This level of disclosure supports transparency around who holds voting and investment power, relevant for governance assessments.

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
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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^*

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)
08/26/2025

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)	08/26/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	32,204,189	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,724,462	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,355,715	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	45,436	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	08/26/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	535,585	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,418,849(5)		4,418,849	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	633,152(6)		633,152	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,066,985(7)		5,066,985	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 321,208 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 64,347 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 450,831 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	08/28/2025
	** 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.
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FAQ

What did Robert Palumbo report on the Form 4 for PAY?

The Form 4 reports in-kind, pro rata distributions of Class B Common Stock on 08/26/2025, with detailed post-transaction beneficial ownership figures and explanatory footnotes.

Did the Form 4 show an open-market sale of Paymentus (PAY) shares?

No. The filing describes an in-kind pro rata distribution without consideration among affiliated Accel-KKR entities, not a public market sale.

How many Class B shares were listed for Accel-KKR Capital Partners CV III, LP?

The Form 4 lists 3,602,968 Class B Common Stock (reported as Class A equivalent) related to Accel-KKR Capital Partners CV III, LP.

Are Class B shares convertible to Class A shares?

Yes. The footnotes state Class B Common Stock is convertible at any time into an equal number of Class A Common Stock and has no expiration date.

Who controls the voting and investment power over the reported shares?

Footnotes indicate decision-making and voting/investment power are controlled by Mr. Palumbo and Mr. Barnds through a series of Accel-KKR management and GP entities.