Form 4: Accel-KKR reports in-kind distribution of Paymentus (PAY) shares
Rhea-AI Filing Summary
Accel-KKR entities filed a Form 4 reporting transactions in Paymentus Holdings, Inc. (PAY) dated 09/10/2025. The filing shows an in-kind pro rata distribution from the reporting person to its partners resulting in conversions/allocations of Class B Common Stock into Class A Common Stock across multiple Accel-KKR funds. Key reported movements include 3,602,968 Class B shares allocated to one reporting group (resulting in 24,998,253 Class A shares beneficially owned), and smaller allocations to other funds: 180,352, 151,676, 5,084, and 59,920 shares with corresponding beneficial ownership totals listed. Footnotes state the transfer was an in-kind pro rata distribution without consideration and that Accel-KKR Holdings GP, LLC and related entities have voting and investment power, with decision-making controlled by Mr. Palumbo and Mr. Barnds. Signatures are dated 09/12/2025.
Positive
- Transparent disclosure of an in-kind pro rata distribution and resulting beneficial ownership across Accel-KKR entities
- Detailed post-transaction ownership numbers are provided for each reporting entity, clarifying holdings
- Filing identifies decision-makers (Mr. Palumbo and Mr. Barnds) and that voting/investment power remains with Accel-KKR-controlled entities
Negative
- None.
Insights
TL;DR Significant internal reallocation of Paymentus shares among Accel-KKR funds was disclosed; no cash transaction or change in aggregate ownership reported.
The Form 4 discloses an in-kind pro rata distribution executed on 09/10/2025 that redistributed Class B Common Stock into Class A Common Stock among multiple Accel-KKR vehicles. Aggregate holdings appear reallocated rather than sold, preserving institutional exposure while altering beneficial ownership reporting lines. The filing lists specific post-transaction beneficial ownership totals for each fund, indicating continued concentrated ownership by Accel-KKR-controlled entities. For investors, this clarifies ownership structure and voting/investment control but does not indicate a market liquidity event or change in stake size at the consolidated level.
TL;DR Redistribution was executed via an in-kind distribution; governance control remains with Accel-KKR principals.
The footnotes explicitly state Accel-KKR Holdings GP, LLC and related management companies retain voting and investment power, with decision-making attributed to Mr. Palumbo and Mr. Barnds. The transaction code and explanation describe an in-kind pro rata distribution to partners without consideration, and related Form 4s were filed by individuals separately. This filing enhances transparency around who holds and controls the issuer's shares post-distribution, which is material for shareholder voting and governance tracking, though it does not reflect a change in ultimate control.
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 | -- | -- | -- |
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) (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, (Continued from footnote 4) 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. Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests. Includes 321,217 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 64,304 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.
