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

Rhea-AI Filing Summary

Thomas C. Barnds, a director of Paymentus Holdings, Inc. (PAY), reported on Form 4 an in-kind, pro rata distribution of Class B common stock to certain Accel-KKR-related funds and entities on 08/20/2025. The filing shows multiple allocations: 3,602,968 Class B shares associated with Accel-KKR Capital Partners CV III, LP; additional smaller allocations to other Accel-KKR funds totaling millions of Class A-equivalent shares when converted. The filing discloses that Class B shares are convertible into an equal number of Class A shares and that the distributions were made without consideration.

Insights

Securities Analyst

TL;DR: Insider reported large in-kind distributions of Class B shares among Accel-KKR entities; no cash sales were reported.

The Form 4 documents an in-kind, pro rata distribution on 08/20/2025 that allocated substantial Class B common stock positions across several Accel-KKR funds and affiliated entities. The filing quantifies the allocations (for example, 3,602,968 Class B shares tied to one Accel-KKR vehicle) and clarifies the convertible nature of Class B shares into Class A on a one-for-one basis. This is a disclosure of ownership reallocation rather than an open-market transaction.

Corporate Governance Expert

TL;DR: Director-level disclosure clarifies voting and investment power across Accel-KKR structures and shows distributions among related entities.

The filing includes detailed footnotes explaining the chain of control and voting/investment power among Accel-KKR entities and the Reporting Person's pecuniary interest disclaimers. It also identifies the Barnds Living Trust as a holder of shares. The disclosure improves transparency about who holds and controls the issuer's shares within the Accel-KKR group.

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

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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^*

Barnds Thomas

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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)	08/20/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	35,807,157	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,904,814	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,507,391	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	50,520	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	08/20/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	595,505	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,097,641(5)		4,097,641	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	568,805(6)		568,805	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	43		43	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,616,111(7)		4,616,111	I	See footnote.(8)

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 III.

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. Palumbo have separately filed Form 4s reporting their interests.

5. Includes 321,251 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

6. Includes 64,034 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

7. Includes 448,911 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

8. Shares held by the Barnds Living Trust dtd 6/23/2003.

	/s/ Thomas C. Barnds	08/22/2025
	** Signature of Reporting Person	Date
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