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

Rhea-AI Filing Summary

Accel-KKR-related entities reported an internal in-kind distribution of Paymentus Holdings shares on 09/03/2025. The filing shows multiple Accel-KKR funds and vehicles converting or reclassifying Class B into Class A shares via a J code transaction described as an in-kind pro rata distribution to partners. As a result, Accel-KKR-affiliated holders report large beneficial ownership positions, including 28,601,221 Class A shares attributed to one reporting group and additional six- and seven-figure holdings across related entities. The filings clarify voting and investment power resides with Accel-KKR GP/management entities and note that Mr. Palumbo and Mr. Barnds separately reported their interests.

Positive

• Large disclosed holdings: Accel-KKR-affiliated reporting persons show substantial beneficial ownership, including 28,601,221 Class A shares for one group, providing transparency on ownership concentration
• Clear disclosure of control: Footnotes explain GP and management company relationships, clarifying who holds voting and investment power
• Transaction explained: Use of transaction code J identifies the movement as an in-kind pro rata distribution rather than market activity

Negative

• None.

Insights

Financial Analyst

TL;DR: Internal distribution increased reported direct holdings but reflects intra-group reallocation, not an open-market trade.

The Form 4s show a Section 16 distribution (transaction code J) on 09/03/2025 that moved Class B shares into Class A positions across Accel-KKR funds and affiliates. The change appears to be administrative and related to partnership allocations rather than purchases or sales in the public market. Material share counts are disclosed, notably 28.6 million Class A shares tied to one reporting grouping, which signals concentrated ownership by Accel-KKR vehicles and continued centralized voting/investment control.

Corporate Governance Expert

TL;DR: Concentrated beneficial ownership is reaffirmed; the filing documents internal distributions and clarifies control structure.

The disclosure emphasizes that Accel-KKR Holdings GP and related management entities retain voting and investment power over the reported shares and that distributions were in-kind to partners. Footnotes detail the GP/management company relationships and disclaimers of beneficial ownership to the extent of pecuniary interest. For governance, this consolidates transparency on who controls the issuer shares within the Accel-KKR ownership 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

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^*

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)
09/03/2025

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)	09/03/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	28,601,221	I	Accel-KKR Capital Partners CV III, LP(3)(4)(5)
Class B Common Stock	(1)	09/03/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,544,110	I	Accel-KKR Members Fund, LLC(3)(4)(5)
Class B Common Stock	(1)	09/03/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,204,039	I	Accel-KKR Growth Capital Partners III, LP(3)(4)(5)
Class B Common Stock	(1)	09/03/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	40,352	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)(5)
Class B Common Stock	(1)	09/03/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	475,665	I	Accel-KKR Growth Capital Partners II, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,740,040(6)		4,740,040	I	AKKR Strategic Capital LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	697,381(7)		697,381	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	09/05/2025
	Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/05/2025
	Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/05/2025
	Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/05/2025
	Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory	09/05/2025
	AKKR Members Fund, LLC /s/ Thomas C. Barnds, as its authorized signatory	09/05/2025
	AKKR Strategic Capital LP /s/ Thomas C. Barnds, as its authorized signatory	09/05/2025
	AKKR SC GPI HoldCo LP /s/ Thomas C. Barnds, as its authorized signatory	09/05/2025
	** 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 did the Form 4 for Paymentus Holdings (PAY) report on 09/03/2025?

The Form 4 reports an in-kind pro rata distribution (transaction code J) on 09/03/2025 reallocating Class B into Class A shares among Accel-KKR-related entities.

How many Paymentus shares did Accel-KKR-related entities report owning after the transaction?

One reporting group shows 28,601,221 Class A shares beneficially owned following the reported transactions; other Accel-KKR entities report additional six- and seven-figure holdings.

Does the filing indicate open-market purchases or sales of PAY stock?

No. The filing uses transaction code J, described as an in-kind distribution to partners, not a market purchase or sale.

Who retains voting and investment power over the reported shares?

Footnotes state that Accel-KKR Holdings GP and related management companies have voting and investment power over the shares held by the listed Accel-KKR funds and vehicles.

Did individual executives file separate reports?

Yes. The filing notes that Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests.