Accel-KKR entities restructure Paymentus (PAY) holdings via in-kind share distribution

Rhea-AI Filing Summary

Accel‑KKR affiliated funds reported an internal restructuring of their Paymentus Holdings, Inc. Class A Common Stock positions. The Form 4 shows an in-kind pro rata distribution of 155,574 shares of Class A Common Stock, described as made by AKKR Fund II Management Company, LP to its partners without consideration, meaning no cash changed hands.

After this restructuring, indirect holdings reported include 2,245,886 Class A shares held by Accel‑KKR Capital Partners CV III, LP, along with smaller positions at related Accel‑KKR funds such as Accel‑KKR Growth Capital Partners III, LP, Accel‑KKR Growth Capital Partners II, LP, Accel‑KKR Growth Capital Partners II Strategic Fund, LP, and AKKR SC GPI HoldCo LP. The reporting persons collectively disclaim beneficial ownership beyond their pecuniary interests.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Accel-KKR Holdings GP, LLC, ACCEL-KKR CAPITAL PARTNERS CV III, LP, ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP, Accel-KKR Growth Capital Partners II Strategic Fund, LP, Accel-KKR Growth Capital Partners II, LP, Accel-KKR Members Fund, LLC, AKKR SC GPI HoldCo LP, AKKR STRATEGIC CAPITAL LP

Role null | null | null | null | null | null | null | 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	--	--	--

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.

Key Figures

In-kind distribution: 155,574 shares CV III indirect holding: 2,245,886 shares GC III indirect holding: 94,546 shares +3 more

6 metrics

In-kind distribution 155,574 shares Class A Common Stock distributed without consideration

CV III indirect holding 2,245,886 shares Class A Common Stock held by Accel-KKR Capital Partners CV III, LP

GC III indirect holding 94,546 shares Class A Common Stock held by Accel-KKR Growth Capital Partners III, LP

GC II indirect holding 37,350 shares Class A Common Stock held by Accel-KKR Growth Capital Partners II, LP

GC II Strategic holding 3,168 shares Class A Common Stock held by Accel-KKR Growth Capital Partners II Strategic Fund, LP

SC GPI HoldCo holding 7,312 shares Class A Common Stock held by AKKR SC GPI HoldCo LP

Key Terms

in-kind pro rata distribution, beneficial ownership, pecuniary interest, other acquisition or disposition, +1 more

5 terms

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."

other acquisition or disposition financial

"transaction_code_description": "Unknown transaction code" and summary shows restructuringShares with other acquisition or disposition classification."

indirect ownership financial

"ownership_type": "indirect", "ownership_code": "I" for multiple Class A Common Stock entries."

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^*

Accel-KKR Holdings GP, LLC

(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)

X	Director	X	10% 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)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/27/2026		J(1)		155,574	D	$0.00(1)	0	I	See footnote.(1)
Class A Common Stock								2,245,886	I	Accel-KKR Capital Partners CV III, LP(2)(3)(4)
Class A Common Stock								94,546	I	Accel-KKR Growth Capital Partners III, LP(2)(3)(4)
Class A Common Stock								3,168	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(2)(3)(4)
Class A Common Stock								37,350	I	Accel-KKR Growth Capital Partners II, LP(2)(3)(4)
Class A Common Stock								7,312(5)	I	AKKR SC GPI HoldCo LP(2)(3)(4)

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

1. Name and Address of Reporting Person^*

Accel-KKR Holdings GP, LLC

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACCEL-KKR CAPITAL PARTNERS CV III, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II Strategic Fund, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Members Fund, LLC

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AKKR SC GPI HoldCo LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AKKR STRATEGIC CAPITAL LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

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.

	Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	AKKR Members Fund, LLC /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	AKKR Strategic Capital LP /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	AKKR SC GPI HoldCo LP /s/ Thomas C. Barnds, as its authorized signatory	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Accel-KKR report for Paymentus (PAY)?

Accel‑KKR affiliated funds reported an in-kind pro rata distribution of 155,574 Paymentus Class A shares. The distribution was made by AKKR Fund II Management Company, LP to its partners without cash consideration, reflecting an internal restructuring rather than an open-market trade.

Was the Paymentus (PAY) Form 4 a buy or sell of shares?

The Form 4 does not report an open-market buy or sell. It shows an “other acquisition or disposition” code tied to an in-kind distribution without consideration, indicating an internal reallocation of Paymentus shares among Accel‑KKR related entities instead of a traditional purchase or sale.

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

The filing describes an in-kind pro rata distribution of 155,574 shares of Paymentus Class A Common Stock. These shares were distributed by AKKR Fund II Management Company, LP to its partners, following prior transfers for no consideration, as detailed in the Form 4 footnotes.

Which Accel-KKR fund holds the largest Paymentus (PAY) position after this Form 4?

Following the reported restructuring, Accel‑KKR Capital Partners CV III, LP is shown with 2,245,886 Paymentus Class A shares held indirectly. Other affiliated Accel‑KKR funds report smaller indirect holdings, updating the ownership breakdown among related investment vehicles.

Do Accel-KKR entities claim full beneficial ownership of their Paymentus (PAY) shares?

The reporting persons expressly disclaim beneficial ownership of the Paymentus securities except to the extent of their pecuniary interest. The footnotes outline a complex control structure and emphasize that economic interest, not full beneficial ownership, is being asserted for the reported holdings.