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

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.

Insights

Corporate governance analyst

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.

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^*

Accel-KKR Holdings GP, LLC

(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)
11/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)	11/19/2025		J(2)			1,000,000	(1)	(1)	Class A Common Stock	1,000,000	$0(2)	4,364,707	I	AKKR Strategic Capital LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	21,395,285		21,395,285	I	Accel-KKR Capital Partners CV III, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,183,406		1,183,406	I	Accel-KKR Members Fund, LLC(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	900,687		900,687	I	Accel-KKR Growth Capital Partners III, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	30,184		30,184	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	355,825		355,825	I	Accel-KKR Growth Capital Partners II, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	820,762		820,762	I	AKKR SC GPI HoldCo LP(3)(4)(5)

1. Name and Address of Reporting Person^*

Accel-KKR Holdings GP, LLC

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACCEL-KKR CAPITAL PARTNERS CV III, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II Strategic Fund, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel-KKR Members Fund, LLC

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

AKKR SC GPI HoldCo LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

AKKR STRATEGIC CAPITAL LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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) (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.

4. (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,

5. (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.

	Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	AKKR Members Fund, LLC /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	AKKR Strategic Capital LP /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	AKKR SC GPI HoldCo LP /s/ Thomas C. Barnds, as its authorized signatory	11/21/2025
	** 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 insider transaction did Paymentus (PAY) disclose in this Form 4?

The filing reports an in-kind, pro rata distribution of 1,000,000 shares of Class B Common Stock by a reporting Accel‑KKR entity to its partners, without consideration, on 11/19/2025.

Who are the reporting persons in the Paymentus (PAY) Form 4 filing?

The reporting persons are multiple Accel‑KKR funds and entities, including Accel‑KKR Capital Partners CV III, LP, Accel‑KKR Growth Capital funds, AKKR Strategic Capital LP, AKKR Members Fund, LLC, and AKKR SC GPI HoldCo LP, with voting and investment power coordinated through Accel‑KKR Holdings GP, LLC.

How many Paymentus shares do the Accel-KKR entities report after the transaction?

After the transaction, the Accel‑KKR entities report large indirect holdings tied to Class B Common Stock that is convertible into Class A, 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.

What is the difference between Paymentus Class A and Class B Common Stock in this filing?

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

How is the 1,000,000 share Paymentus transaction characterized?

It is coded as transaction type J and described as an in-kind pro rata distribution from the reporting person to its partners, without consideration, meaning it is an internal distribution rather than a sale for cash.

Do the Accel-KKR reporting persons claim full beneficial ownership of the Paymentus shares?

No. The filing states that each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.

What roles do the Accel-KKR entities have at Paymentus (PAY)?

The reporting Accel‑KKR entities are identified as both directors and 10% owners of Paymentus Holdings, Inc., indicating board representation and a significant ownership stake.