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

Rhea-AI Filing Summary

Paymentus Holdings, Inc. (PAY)11/17/2025, several Accel-KKR entities made an in-kind pro rata distribution of Class B Common Stock to their partners without consideration, coded as transaction type J. Class B shares are convertible at any time into an equal number of Class A Common Stock and have no expiration date.

Following these transactions, Barnds reports indirect beneficial ownership of 21,395,285 shares of Class A Common Stock through Accel-KKR Capital Partners CV III, LP and additional indirect holdings through other Accel-KKR funds. A separate position of 6,420,421 Class A shares is held by the Barnds Living Trust dated 6/23/2003, which includes shares received in the described distributions.

11/19/2025 - 06:38 PM

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

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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)
11/17/2025

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)	11/17/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	21,395,285	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	11/17/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,183,406	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	11/17/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	900,687	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	11/17/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	30,184	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	11/17/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	355,825	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,364,707(5)		5,364,707	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	820,762(6)		820,762	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,420,421(7)		6,420,421	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 303,450 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.

6. Includes 59,077 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.

7. Includes 458,431 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	11/19/2025
	** 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 Paymentus (PAY) director Thomas C. Barnds report in this Form 4?

Thomas C. Barnds reported changes in his indirect beneficial ownership of Paymentus (PAY) Class A Common Stock resulting from in-kind pro rata distributions of Class B Common Stock made on 11/17/2025 by various Accel-KKR entities.

What type of transaction was reported for Paymentus (PAY) on 11/17/2025?

The filing shows transaction code J, described in the footnotes as an in-kind pro rata distribution of Class B Common Stock from the reporting person to its partners, made without consideration.

How are Paymentus Class B and Class A Common Stock related in this filing?

The filing explains that Class B Common Stock is convertible at any time, at the holder's election and automatically upon certain events, into an equal number of Class A Common Stock and has no expiration date.

How many Paymentus Class A shares does Accel-KKR Capital Partners CV III, LP report after the transaction?

After the reported transaction, Accel-KKR Capital Partners CV III, LP is shown as indirectly holding 21,395,285 shares of Paymentus Class A Common Stock through the conversion feature linked to Class B shares.

How many Paymentus Class A shares are held by the Barnds Living Trust?

The filing states that the Barnds Living Trust dtd 6/23/2003 holds 6,420,421 shares of Paymentus Class A Common Stock, including 458,431 shares received in the in-kind distributions described in footnote 2.

Who has voting and investment power over the Accel-KKR-related Paymentus holdings?

The filing notes that Accel-KKR Holdings GP, LLC (Topco GP), whose decision making is controlled by Mr. Palumbo and Mr. Barnds, has voting and investment power over Paymentus Common Stock held by several Accel-KKR funds, subject to each reporting person’s pecuniary interest.

Does the Paymentus (PAY) Form 4 indicate direct or indirect ownership for these positions?

The reported Paymentus positions in the tables are marked as Indirect (I) ownership, reflecting holdings through entities such as Accel-KKR Capital Partners CV III, LP, other Accel-KKR funds, and the Barnds Living Trust.