Form 4: Accel-KKR reassigns Paymentus (PAY) Class B/A Holdings via In-Kind Distribution
Rhea-AI Filing Summary
Accel-KKR and related funds reported an in-kind, pro rata distribution of Paymentus Holdings Class B common stock on 08/26/2025. The filing states Class B shares are convertible into an equal number of Class A shares and have no expiration. Multiple Accel-KKR entities reported receipt or ownership changes from that distribution, with reported beneficial ownership figures including 3,602,968 Class A-equivalent shares resulting in 32,204,189 shares beneficially owned by one reporting entity and additional holdings reported for other Accel-KKR vehicles (for example, 180,352, 151,676, 59,920 and smaller amounts). The filing clarifies voting and investment power is exercised through a network of Accel-KKR management entities and that partners received shares without consideration.
Positive
- Clear disclosure of an in-kind pro rata distribution on 08/26/2025 including specific share counts
- Detailed mapping of governance and control through Accel-KKR entities and managing partners
- Large remaining beneficial ownership reported for Accel-KKR entities (examples: 32,204,189; 1,724,462; 1,355,715)
Negative
- None.
Insights
TL;DR: Large in-kind distribution reorganized Accel-KKR ownership of PAY shares; control remains with Accel-KKR entities.
The Form 4 reports an in-kind pro rata distribution on 08/26/2025 that altered direct/indirect holdings among multiple Accel-KKR funds but did not indicate a sale or purchase for consideration. Class B shares are convertible into Class A on a one-for-one basis and the filing lists specific post-transaction beneficial ownership amounts for each reporting entity. The disclosure also maps the governance chain (general partners, management companies and Topco GP) that retains voting and investment power. This is a structural reallocation among affiliated holders rather than a market disposition, per the stated footnotes.
TL;DR: Transaction is an internal redistribution among related Accel-KKR entities; reporting clarifies indirect ownership and control.
The Form 4 provides detailed attribution showing that Accel-KKR Holdings GP, LLC and affiliated funds continue to exercise voting and investment power through layered entities. Footnotes explain the general partner and management company relationships and disclaimers of beneficial ownership to the extent of pecuniary interest. Multiple authorized signatories signed the filing on 08/28/2025. The filing does not report any transfers to unaffiliated third parties or cash proceeds; it documents internal reallocations and resulting beneficial ownership tallies.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock | 3,602,968 | $0.00 | -- |
| Other | Class B Common Stock | 180,352 | $0.00 | -- |
| Other | Class B Common Stock | 151,676 | $0.00 | -- |
| Other | Class B Common Stock | 5,084 | $0.00 | -- |
| Other | Class B Common Stock | 59,920 | $0.00 | -- |
| 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. Includes 321,208 shares received from certain of the other reporting persons in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions. Includes 64,347 shares received from certain of the other reporting persons described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
