Paymentus (PAY) Insider Filing: Accel-KKR Converts Millions of Class B to Class A
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
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.
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.
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 | -- | -- | -- |
| 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) 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 (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. 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. 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. 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.
