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

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

Securities Analyst

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.

Corporate Governance Expert

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.

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)
08/26/2025

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)	08/26/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	32,204,189	I	Accel-KKR Capital Partners CV III, LP(3)(4)(5)
Class B Common Stock	(1)	08/26/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,724,462	I	Accel-KKR Members Fund, LLC(3)(4)(5)
Class B Common Stock	(1)	08/26/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,355,715	I	Accel-KKR Growth Capital Partners III, LP(3)(4)(5)
Class B Common Stock	(1)	08/26/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	45,436	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)(5)
Class B Common Stock	(1)	08/26/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	535,585	I	Accel-KKR Growth Capital Partners II, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,418,849(6)		4,418,849	I	AKKR Strategic Capital LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	633,152(7)		633,152	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.

6. 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.

7. 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.

	Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	AKKR Members Fund, LLC /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	AKKR Strategic Capital LP /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	AKKR SC GPI HoldCo LP /s/ Thomas C. Barnds, as its authorized signatory	08/28/2025
	** 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.
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FAQ

What transaction did Accel-KKR report on Form 4 for PAY?

The filing reports an in-kind pro rata distribution of Class B common stock on 08/26/2025 from reporting persons to partners, without consideration.

Are the Class B shares convertible into Class A for Paymentus (PAY)?

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

Which Accel-KKR entities reported beneficial ownership changes in PAY?

Multiple entities reported holdings, including Accel-KKR Capital Partners CV III, LP, Accel-KKR Growth Capital Partners III, LP, Accel-KKR Growth Capital Partners II vehicles, Accel-KKR Members Fund, LLC, AKKR Strategic Capital LP, and AKKR SC GPI HoldCo LP.

How many shares were reported for the largest Accel-KKR holding after the transaction?

One reporting entity shows 32,204,189 shares beneficially owned following the reported transaction.

Did the Form 4 show a sale or purchase for cash?

No. The filing describes an in-kind distribution without consideration; it does not report a cash sale or purchase.