Accel‑KKR funds report major Class B stake and 1M-share distribution in PAY
Rhea-AI Filing Summary
Paymentus Holdings, Inc. (PAY) reported an insider ownership change involving Accel‑KKR–affiliated funds. On 11/19/2025, one reporting person made an in‑kind, pro rata distribution of 1,000,000 shares of Class B Common Stock to its partners without consideration. Each Class B share is convertible at any time into one share of Class A Common Stock and has no expiration date.
After this transaction, various Accel‑KKR funds continued to report large indirect holdings of Paymentus Class B shares, including blocks corresponding to 4,364,707, 21,395,285, 1,183,406, 900,687, 30,184, 355,825 and 820,762 Class A shares upon conversion. The reporting persons are identified as directors and 10% owners and collectively disclaim beneficial ownership beyond their economic interests.
Positive
- None.
Negative
- None.
Insights
Accel‑KKR reallocated 1M Paymentus Class B shares internally, while retaining a sizable, convertible stake.
The disclosure shows Accel‑KKR–related entities, identified as directors and 10% owners of Paymentus Holdings, Inc. (PAY), reporting an in‑kind pro rata distribution of 1,000,000 shares of Class B Common Stock on 11/19/2025. The transaction is coded "J" and described as a distribution to partners without consideration, indicating an internal reallocation rather than an open‑market sale.
Class B shares are convertible at any time into an equal number of Class A shares and have no expiration date, so the economic exposure can translate directly into the listed Class A equivalents. After the transaction, the reporting entities still show large indirect positions, such as 4,364,707 and 21,395,285 Class A share equivalents held through specific Accel‑KKR funds. Voting and investment power is concentrated through Accel‑KKR Holdings GP, LLC and related general partners, while each reporting person formally disclaims beneficial ownership beyond its pecuniary interest. Overall, this appears as a redistribution of an existing large stake rather than a change in the aggregate sponsor position.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock | 1,000,000 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| 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) (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. (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, (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.
