Paymentus (PAY) director reports 13,295 convertible Class B shares

Rhea-AI Filing Summary

Adam Malinowski, a director of Paymentus Holdings, Inc. (PAY), received 13,295 shares of Class B Common Stock on 09/03/2025 as a pro rata distribution from funds affiliated with Accel-KKR. The Form 4 reports the acquisition was exempt under Rule 16a-9(a) and is coded with transaction code J. Class B shares are convertible at the holder's election (and automatically in certain events) into an equal number of Class A Common Stock and carry no expiration date. Following the reported transaction, the filing shows Mr. Malinowski beneficially owns 161,677 shares (direct). The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• Clear disclosure of an insider acquisition (13,295 Class B shares) on Form 4
• Class B shares are convertible one-for-one into Class A shares and have no expiration, preserving flexibility
• Beneficial ownership reported as 161,677 shares following the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a modest, exempt distribution of 13,295 convertible Class B shares; ownership now 161,677 shares.

The filing documents a non-cash, pro rata distribution to an insider from affiliated funds, exempt under Rule 16a-9(a). The 13,295 Class B shares are convertible into Class A on a one-for-one basis and bear no expiration, effectively increasing the insider's potential economic and voting exposure if converted. The transaction was reported promptly on a Form 4 and executed through an attorney-in-fact, indicating routine administrative handling rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Transaction is routine distribution from affiliated funds; conversion feature maintains flexibility in class voting/economic rights.

The distribution from Accel-KKR-affiliated funds to a director is disclosed as exempt under applicable SEC rules, which is typical for pro rata in-kind distributions. The Class B conversion provision (one-for-one into Class A) is noted, preserving the director's optional pathway to common voting/economic interests. The disclosure appears complete for a Form 4 and includes signature by an attorney-in-fact, meeting standard procedural requirements.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Malinowski Adam

Role Director

Type	Security	Shares	Price	Value
Other	Class B Common Stock	13,295	$0.00	--

Holdings After Transaction: Class B Common Stock — 161,677 shares (Direct)

Footnotes (1)

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. Shares received in a pro rata distribution from funds affiliated with Accel-KKR. The acquisition of such shares was exempt pursuant to Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended.

Form 4 Insider Transactions: What Each Field Means →

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^*

Malinowski Adam

(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		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)	V	13,295		(1)	(1)	Class A Common Stock	13,295	$0	161,677	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. Shares received in a pro rata distribution from funds affiliated with Accel-KKR. The acquisition of such shares was exempt pursuant to Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended.

	/s/ Thomas C. Barnds, as Attorney-in-Fact for Adam Malinowski	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 transaction did Adam Malinowski report on Form 4 for PAY?

The Form 4 reports receipt of 13,295 shares of Class B Common Stock on 09/03/2025 as a pro rata distribution from Accel-KKR-affiliated funds.

What is the significance of the Class B shares reported?

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

How many shares does Malinowski beneficially own after the transaction?

The filing shows 161,677 shares beneficially owned (direct) following the reported transaction.

Under what exemption was the acquisition reported?

The acquisition was reported as exempt pursuant to Rule 16a-9(a) of the Securities Exchange Act of 1934 and coded with transaction code J.

When was the Form 4 signed and by whom?

The Form 4 bears the signature of Thomas C. Barnds, as Attorney-in-Fact for Adam Malinowski dated 09/05/2025.