[Form 4] Paymentus Holdings, Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)	09/10/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	24,998,253	I	Accel-KKR Capital Partners CV III, LP(3)(4)(5)
Class B Common Stock	(1)	09/10/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,363,758	I	Accel-KKR Members Fund, LLC(3)(4)(5)
Class B Common Stock	(1)	09/10/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,052,363	I	Accel-KKR Growth Capital Partners III, LP(3)(4)(5)
Class B Common Stock	(1)	09/10/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	35,268	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)(5)
Class B Common Stock	(1)	09/10/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	415,745	I	Accel-KKR Growth Capital Partners II, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,061,257(6)		5,061,257	I	AKKR Strategic Capital LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	761,685(7)		761,685	I	AKKR SC GPI HoldCo LP(3)(4)(5)

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 CA 94025

(City) (State) (Zip)

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 CA 94025

(City) (State) (Zip)

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 CA 94025

(City) (State) (Zip)

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 CA 94025

(City) (State) (Zip)

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 CA 94025

(City) (State) (Zip)

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 CA 94025

(City) (State) (Zip)

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 CA 94025

(City) (State) (Zip)

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 CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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. In-kind pro rata distribution from the Reporting Person to its partners, without consideration.

3. 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.

4. (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,

5. (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.

6. 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.

7. 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.

	Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	AKKR Members Fund, LLC /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	AKKR Strategic Capital LP /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	AKKR SC GPI HoldCo LP /s/ Thomas C. Barnds, as its authorized signatory	09/12/2025
	** 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

What transactions in PAY does the Form 4 report?

The Form 4 reports an in-kind pro rata distribution on 09/10/2025 reallocating Class B Common Stock into Class A Common Stock among Accel-KKR entities.

How many shares were reallocated in the largest reported line?

The largest reported allocation shows 3,602,968 Class B shares allocated, resulting in 24,998,253 Class A shares beneficially owned by that reporting group.

Did the filing report any sale or cash consideration?

No. Footnote 2 states the transaction was an in-kind pro rata distribution to partners without consideration.

Who retains voting and investment power after the distribution?

Footnotes state Accel-KKR Holdings GP, LLC (Topco GP) and related management entities retain voting and investment power, with decision-making controlled by Mr. Palumbo and Mr. Barnds.

When was the Form 4 signed?

The signatures are dated 09/12/2025.