Form 4: Jason Klein acquires 146,551 Class B shares in Paymentus (PAY)

Rhea-AI Filing Summary

Insider acquisition reported: Jason Klein, a director of Paymentus Holdings, Inc. (PAY), received 146,551 Class B common shares on 09/10/2025 as a pro rata distribution from funds affiliated with Accel-KKR. Class B shares convert into an equal number of Class A shares and carry no expiration. Following the transaction, Mr. Klein beneficially owns 1,879,698 shares of Class A common stock indirectly through The Jason and Farah Klein Revocable Trust. The filing cites an exemption under Rule 16a-9(a) for the acquisition and is signed by the reporting person on 09/12/2025.

Positive

• Director increased beneficial ownership by 146,551 Class B shares, strengthening insider stake
• Class B shares are convertible one-for-one into Class A shares, aligning economic interest with public shares
• Transaction disclosed and signed on the Form 4, meeting Section 16 reporting requirements

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received a significant pro rata distribution increasing indirect holdings; transaction reported under an exemption.

This Form 4 shows a non-derivative receipt of 146,551 Class B shares by a director via a pro rata distribution from Accel-KKR-affiliated funds, exempt under Rule 16a-9(a). Class B shares are convertible into Class A on a one-for-one basis and have no expiration, meaning potential voting/economic exposure is aligned with Class A when converted. The beneficial ownership after the distribution is 1,879,698 shares held indirectly through a revocable trust, which is material for monitoring insider alignment with shareholder interests but does not indicate open-market purchases or sales.

Corporate Governance Expert

TL;DR: Routine fund distribution to an insider reported properly; structure increases indirect ownership but raises no governance red flags.

The filing documents a routine in-kind distribution of private-fund-held equity to a director, reported on Form 4 with required disclosures. Because the shares were received via an affiliated-fund distribution and exempt under Rule 16a-9(a), there is no purchase price disclosed and no exercise or sale activity. The reported indirect ownership via a revocable trust is clearly stated, which supports transparency for governance review. No indications of insider sales or immediate liquidity events are present in this filing.

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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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^*

Klein Jason

(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)
09/10/2025

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)	09/10/2025		J(2)	V	146,551		(1)	(1)	Class A Common Stock	146,551	$0(2)	1,879,698	I	See footnote(3)

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.

3. Shares held by The Jason and Farah Klein Revocable Trust dtd 1/27/2011.

	/s/ Jason Klein	09/12/2025
	** 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 did Jason Klein report on Form 4 for Paymentus (PAY)?

He reported receipt of 146,551 Class B common shares on 09/10/2025, resulting in indirect beneficial ownership of 1,879,698 Class A-equivalent shares.

How were the 146,551 shares acquired?

The shares were received as a pro rata distribution from funds affiliated with Accel-KKR, exempt under Rule 16a-9(a).

Are Class B shares convertible into Class A shares?

Yes. The filing states Class B common stock is convertible at any time into an equal number of Class A common shares and has no expiration.

Does the Form 4 show any sales or open-market trades by the reporting person?

No. The Form 4 discloses a receipt (acquisition) via distribution and does not report any dispositions or market transactions.

Through what entity does Jason Klein hold the shares?

The filing indicates shares are held indirectly by The Jason and Farah Klein Revocable Trust dated 1/27/2011.