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

Rhea-AI Filing Summary

Robert Palumbo, reporting as a director and 10% owner through Accel-KKR-related entities, filed a Form 4 disclosing transactions in Paymentus Holdings, Inc. (PAY) on 08/20/2025. The filing shows in-kind pro rata distributions that resulted in conversion or reclassification of Class B Common Stock into Class A Common Stock across multiple Accel-KKR entities.

Key reported amounts include distributions/conversions of 3,602,968, 180,352, 151,676, 5,084, and 59,920 Class B shares into corresponding Class A shares for specific funds, and aggregate reported beneficial holdings shown as 4,097,641, 568,805 and a total of 4,616,154 shares in another line item. Footnotes state these were in-kind pro rata distributions and that the Class B shares are convertible into an equal number of Class A shares.

Positive

• Transparent disclosure of in-kind pro rata distributions and conversions from Class B to Class A across Accel-KKR entities
• Detailed footnotes clarifying voting and investment power and related-party relationships among Accel-KKR entities

Negative

• Material internal reclassification reported: sizable numbers of Class B shares were converted/distributed (e.g., 3,602,968 and other amounts) which alters reported beneficial ownership
• Potential complexity for cap table tracking due to multiple related entities receiving distributions and prior indirect holdings being reclassified

Insights

Financial Analyst

TL;DR Form 4 reports significant in-kind distributions converting Class B into Class A across Accel-KKR entities, altering reported beneficial holdings.

The filing documents multiple in-kind pro rata distributions on 08/20/2025 that converted specified amounts of Class B Common Stock into Class A Common Stock for several Accel-KKR funds, increasing reported Class A holdings by the amounts listed. These are internal ownership reclassifications and distributions among related entities rather than open-market sales, and the Form 4 clarifies voting and investment power relationships across the Accel-KKR structure. For modeling or cap table analysis, update outstanding Class A counts to reflect the reported conversions and adjust indirect ownership allocations among the named funds accordingly.

Corporate Governance Expert

TL;DR The filing discloses related-party distributions and clarifies voting/investment control within the Accel-KKR group.

The Form 4 includes detailed footnotes describing the chain of control and disclaimers of beneficial ownership, noting that Accel-KKR management entities exercise voting and investment power over the reported shares and that separate Form 4s have been filed by other related persons. This disclosure aligns with Section 16 reporting obligations by documenting internal transfers and the conversion feature of Class B shares. From a governance perspective, the filing enhances transparency about who holds voting power and how equity classes may convert within the sponsor group.

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
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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 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)
08/20/2025

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)	08/20/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	35,807,157	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,904,814	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,507,391	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	50,520	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	595,505	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,097,641(5)		4,097,641	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	568,805(6)		568,805	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,616,154(7)		4,616,154	D

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) 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. 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 II

4. (Continued from footnote 3) 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. Each of the foregoing entities and Mr. Barnds have separately filed Form 4s reporting their interests.

5. Includes 321,251 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

6. Includes 64,034 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

7. Includes 448,911 shares of Class B Common Stock received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

	/s/ Robert Palumbo, /s/ Thomas C. Barnds, as attorney-in-fact	08/22/2025
	** 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 did the Form 4 filed by Robert Palumbo disclose for PAY?

The Form 4 disclosed in-kind pro rata distributions on 08/20/2025 converting Class B Common Stock into Class A Common Stock across Accel-KKR entities, with specific amounts reported.

How many Class B shares were converted or distributed according to the filing?

The filing lists conversions/distributions including 3,602,968, 180,352, 151,676, 5,084, and 59,920 Class B shares for named entities.

Does the filing explain control over the reported shares?

Yes. Footnotes state Accel-KKR management entities have voting and investment power over the shares held by the listed funds and describe the related general partner and management structures.

Were these open-market sales or internal distributions?

The Form 4 explicitly describes these as in-kind pro rata distributions from the reporting person to partners, without consideration, not open-market transactions.

Are the Class B shares convertible into Class A shares?

Yes. The filing states Class B Common Stock is convertible at any time, at the holder's election, into an equal number of Class A Common Stock and has no expiration date.