Form 4: Palumbo and Accel-KKR Reallocate Class B Shares of Paymentus (PAY)
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
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.
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.
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 321,208 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. 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. 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.
