STOCK TITAN

Accel-KKR entities shift 155,574 Paymentus (PAY) shares in in-kind distribution

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Paymentus Holdings, Inc. director and 10% owner Robert Palumbo reported an internal restructuring of indirect holdings in Class A Common Stock. An entity associated with the Accel‑KKR funds completed an in-kind pro rata distribution of 155,574 shares to its partners without consideration, meaning no cash changed hands. Following this distribution, various Accel‑KKR-related entities and the Palumbo 2026 Annuity Trust are shown as holding indirect positions in Paymentus shares. The filing reflects a non-market reallocation of ownership among affiliated investment vehicles rather than an open-market purchase or sale.

Positive

  • None.

Negative

  • None.
Insider Palumbo Robert
Role null
Type Security Shares Price Value
Other Class A Common Stock 155,574 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, See footnote.)
Footnotes (1)
  1. In-kind pro rata distribution by AKKR Fund II Management Company, LP, to its partners, without consideration. Such shares were previously reported as directly held by Accel-KKR Capital Partners CV III, LP and were transferred to AKKR Fund II Management Company, LP on August 20, 2025 for no 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) (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. (Continued from footnote 3) 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, 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. (Continued from footnote 3) Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests. Represents shares received in the distribution described in footnote 1. Shares held by the Palumbo 2026 Annuity Trust.
In-kind distribution 155,574 shares Class A Common Stock distributed without consideration
Palumbo 2026 Annuity Trust holding 64,308 shares Indirect Class A Common Stock holding
AKKR SC GPI HoldCo LP holding 7,312 shares Indirect Class A Common Stock holding
Accel-KKR Growth Capital Partners II, LP 37,350 shares Indirect Class A Common Stock holding
Accel-KKR Growth Capital Partners III, LP 94,546 shares Indirect Class A Common Stock holding
Accel-KKR Capital Partners CV III, LP 2,245,886 shares Indirect Class A Common Stock holding
Distribution price per share $0.00 Reported transaction price for 155,574-share distribution
in-kind pro rata distribution financial
"In-kind pro rata distribution by AKKR Fund II Management Company, LP, to its partners, without consideration."
beneficial ownership financial
"Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein."
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.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein."
Class A Common Stock financial
"has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Form 4 regulatory
"Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests."
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
SEC Form 4
FORM 4UNITED 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*
Palumbo Robert

(Last)(First)(Middle)
C/O ACCEL-KKR
2180 SAND HILL ROAD, SUITE 300

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Paymentus Holdings, Inc. [ PAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/27/2026J(1)155,574D$0.00(1)0ISee footnote.(1)
Class A Common Stock2,245,886IAccel-KKR Capital Partners CV III, LP(2)(3)(4)
Class A Common Stock94,546IAccel-KKR Growth Capital Partners III, LP(2)(3)(4)
Class A Common Stock3,168IAccel-KKR Growth Capital Partners II Strategic Fund, LP(2)(3)(4)
Class A Common Stock37,350IAccel-KKR Growth Capital Partners II, LP(2)(3)(4)
Class A Common Stock7,312(5)IAKKR SC GPI HoldCo LP(2)(3)(4)
Class A Common Stock64,308(5)ISee footnote.(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. In-kind pro rata distribution by AKKR Fund II Management Company, LP, to its partners, without consideration. Such shares were previously reported as directly held by Accel-KKR Capital Partners CV III, LP and were transferred to AKKR Fund II Management Company, LP on August 20, 2025 for no consideration.
2. 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.
3. (Continued from footnote 3) 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, 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.
4. (Continued from footnote 3) Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests.
5. Represents shares received in the distribution described in footnote 1.
6. Shares held by the Palumbo 2026 Annuity Trust.
/s/ Robert Palumbo, /s/ Thomas C. Barnds, as attorney-in-fact05/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Robert Palumbo report at Paymentus Holdings (PAY)?

Robert Palumbo reported an internal restructuring of indirect holdings in Paymentus Class A Common Stock. An Accel-KKR management entity distributed 155,574 shares in-kind to its partners without consideration, reallocating shares among affiliated funds and the Palumbo 2026 Annuity Trust rather than involving market trades.

How many Paymentus (PAY) shares were involved in the Accel-KKR distribution?

The filing shows 155,574 Paymentus Class A Common Stock shares in an in-kind pro rata distribution. These shares were distributed by AKKR Fund II Management Company, LP to its partners without consideration, shifting ownership among Accel-KKR-related entities and trusts instead of through open-market transactions.

Was the Paymentus (PAY) insider transaction a market buy or sell?

The reported activity was not a market buy or sell. It was an in-kind pro rata distribution of 155,574 shares by an Accel-KKR management entity to its partners without consideration, representing an internal reallocation of holdings among related investment vehicles and trusts.

Which entities now indirectly hold Paymentus (PAY) shares linked to Robert Palumbo?

Indirect holdings are attributed to several Accel-KKR funds and entities, including Accel-KKR Capital Partners CV III, LP and the Palumbo 2026 Annuity Trust. The filing notes these vehicles have voting and investment power controlled through Accel-KKR structures, with beneficial ownership disclaimed beyond pecuniary interest.

What does ‘in-kind pro rata distribution’ mean in the Paymentus (PAY) Form 4?

An in-kind pro rata distribution means shares, not cash, were distributed to partners in proportion to their interests. Here, AKKR Fund II Management Company, LP distributed 155,574 Paymentus shares to its partners without consideration, changing which affiliated entities hold the shares but not involving a sale.

How many Paymentus (PAY) shares does Accel-KKR Capital Partners CV III, LP indirectly hold?

The Form 4 shows Accel-KKR Capital Partners CV III, LP indirectly holding 2,245,886 shares of Paymentus Class A Common Stock after the reported restructuring. Voting and investment power over these shares is described as controlled through Accel-KKR’s general partner and management entities.