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

Rhea-AI Filing Summary

Robert Palumbo, a director and 10% owner of Paymentus Holdings, Inc. (PAY), reported changes in beneficial ownership on a Form 4 covering transactions dated 09/03/2025. The filing shows multiple in-kind pro rata distributions (Transaction Code J) converting or reallocating Class B Common Stock into Class A shares among affiliated Accel-KKR entities and partners. Key reported movements include 3,602,968 Class B shares converted to Class A for Accel-KKR Capital Partners CV III, LP; smaller distributions to other Accel-KKR funds totaling ≈4.74 million Class A shares held indirectly by related entities; and consolidated indirect and direct holdings reported across several Accel-KKR vehicles. The Form discloses that Class B shares are convertible into Class A on a one-for-one basis and that the distributions were in-kind and without consideration.

Positive

• Transparent disclosure of in-kind pro rata distributions and conversions with exact share counts for each affiliated entity
• Clear mapping of voting and investment control across Accel-KKR entities in footnotes, aiding investor understanding of ownership structure
• Complete signatures including attorney-in-fact, indicating formal compliance with Section 16 reporting requirements

Negative

• Large internal reallocations reported: notable movements such as 3,602,968 shares converted for CV III and aggregate ≈4.74 million Class A reported for AKKR Strategic-related holdings, which materially change reported beneficial positions
• Complex ownership chain across multiple affiliated entities may make it harder for outside investors to quickly assess ultimate beneficial ownership

Insights

Securities Analyst

TL;DR: Large in-kind distributions and conversions across Accel-KKR entities reshape reported indirect holdings but appear internal to affiliated funds.

The Form 4 documents sizable in-kind distributions (Transaction Code J) on 09/03/2025 that converted Class B into Class A shares and reallocated ownership among multiple Accel-KKR vehicles. The filing quantifies major movements including 3,602,968 shares for CV III and aggregate shifts reflected in footnotes showing transfers of 321,191, 64,229 and 445,963 shares between reporting persons. Because voting and investment power is described as held by Accel-KKR-related entities, these transactions primarily reassign beneficial ownership within the sponsor group rather than represent open-market purchases or sales. Reporting is specific and provides clear counts of shares affected.

Corporate Governance Expert

TL;DR: Filing discloses internal reallocation of convertible Class B shares across affiliated holders, with appropriate Form 4 signatures.

The disclosure clarifies the convertibility of Class B shares into Class A on a one-for-one basis and documents an in-kind, pro rata distribution from the reporting person to partners. Detailed footnotes map the control chain among Accel-KKR entities and state that decision-making is controlled by named principals. The signature block is complete with attorney-in-fact, supporting compliance with Section 16 reporting. The filing avoids ambiguity by itemizing amounts and identifying entities that now hold the converted Class A shares.

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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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)
09/03/2025

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)	09/03/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	28,601,221	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,544,110	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,204,039	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	40,352	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	09/03/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	475,665	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,740,040(5)		4,740,040	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	697,381(6)		697,381	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,512,948(7)		5,512,948	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 321,191 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.

6. Includes 64,229 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.

7. Includes 445,963 shares 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	09/05/2025
	** 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 did Robert Palumbo report on Form 4 for PAY?

The filing reports in-kind pro rata distributions (Code J) on 09/03/2025 that converted Class B Common Stock into Class A Common Stock and reallocated shares among affiliated Accel-KKR entities.

How many shares were converted or reallocated in the filing?

The filing lists key movements including 3,602,968 shares for Accel-KKR Capital Partners CV III, LP and aggregate reported Class A holdings of approximately 4,740,040 shares for AKKR Strategic Capital LP and related entities.

Did the filing state the price paid for the transactions?

No purchase price was paid; the distributions are described as in-kind and without consideration (Transaction Code J shows $0).

What is the convertibility feature of the reported Class B shares?

Footnote 1 states Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.

Who controls the voting and investment power over the reported shares?

Footnotes identify Accel-KKR entities (e.g., Accel-KKR Holdings GP, LLC; AKKR Management Company, LLC; Topco GP) as holding voting and investment power, with decision-making controlled by Mr. Palumbo and Mr. Barnds.