Paymentus (PAY) Director Jason Klein Adds 146,468 Shares; Now Owns 1.73M

Rhea-AI Filing Summary

Jason Klein, a director of Paymentus Holdings, Inc. (PAY), received 146,468 shares of Class B common stock on 09/03/2025 as a pro rata distribution from funds affiliated with Accel-KKR. Class B shares are convertible into an equal number of Class A shares and have no expiration date, and the acquisition was reported as exempt under Rule 16a-9(a). Following the transaction, Mr. Klein beneficially owns 1,733,147 shares of Class A common stock indirectly through The Jason and Farah Klein Revocable Trust.

Positive

• Increased beneficial ownership: Reporting person now indirectly holds 1,733,147 shares following the distribution
• Clear disclosure of exemption: Acquisition reported as exempt under Rule 16a-9(a)
• Convertible class explained: Class B shares convert one-for-one into Class A shares with no expiration

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received a pro rata distribution increasing indirect beneficial ownership; transaction reported as exempt.

The filing documents a non-cash distribution of 146,468 Class B shares to Jason Klein on 09/03/2025, converted for reporting as 146,468 Class A shares at $0 per share under the Rule 16a-9(a) exemption. The report clarifies that these Class B shares convert one-for-one into Class A shares and that the shares are held indirectly via a revocable trust, resulting in 1,733,147 shares beneficially owned after the distribution. For investors tracking insider ownership, this is a clear, routine ownership change rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Routine insider reporting of a pro rata distribution; disclosure identifies indirect ownership vehicle.

The Form 4 discloses that the reporting person is a director and that the additional shares were received through funds affiliated with Accel-KKR. The filing properly cites Rule 16a-9(a) as the basis for exemption and specifies the indirect ownership through the Jason and Farah Klein Revocable Trust dated 1/27/2011. Disclosure is concise and includes signature and transaction date, meeting standard Section 16 reporting requirements.

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

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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^*

Klein Jason

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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)	09/03/2025		J(2)	V	146,468		(1)	(1)	Class A Common Stock	146,468	$0(2)	1,733,147	I	See footnote(3)

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. Shares received in a pro rata distribution from funds affiliated with Accel-KKR. The acquisition of such shares was exempt pursuant to Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended.

3. Shares held by The Jason and Farah Klein Revocable Trust dtd 1/27/2011.

	/s/ Jason Klein	09/05/2025
	** 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

When did Jason Klein receive the shares reported on the Form 4 for PAY?

The transaction date was 09/03/2025.

How many shares did Jason Klein receive and what class were they?

He received 146,468 shares of Class B common stock, reported as 146,468 Class A equivalent shares.

What was the price paid for the shares in this Form 4 filing (PAY)?

The reported price was $0; the shares were received as a pro rata distribution from funds affiliated with Accel-KKR.

How many shares does Jason Klein beneficially own after the reported transaction?

He beneficially owns 1,733,147 shares indirectly.

What is the nature of Jason Klein's ownership reported in the Form 4?

The shares are held indirectly through The Jason and Farah Klein Revocable Trust dated 1/27/2011.