Accel‑KKR shifts 11.5M Paymentus Class B shares
Paymentus Holdings, Inc. (PAY) received a Form 4 from Accel‑KKR entities reporting restructuring transfers on August 26, 2026.
Rhea-AI Filing Summary
Paymentus Holdings, Inc. (PAY) received a Form 4 from Accel‑KKR entities reporting restructuring transfers on August 26, 2026. Several Accel‑KKR funds disposed of an aggregate 11,454,331 shares of Class B Common Stock and 94,546 shares of Class A Common Stock in in‑kind pro rata distributions to their partners, without consideration, and via exempt transfers within the Accel‑KKR fund complex. Class B shares are convertible at any time into an equal number of Class A shares. After these transactions, Accel‑KKR Capital Partners CV III, LP indirectly holds 2,245,886 Class A shares and 146,020 Class B shares, AKKR Strategic Capital LP holds 10,845 Class A and 2,489,787 Class B shares, and other reporting entities show greatly reduced or zero positions in certain classes. The Rule 10b5‑1 trading‑plan box was not checked.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 11,454,331 shares
Other
7 txns
Insider
Accel-KKR Holdings GP, LLC, ACCEL-KKR CAPITAL PARTNERS CV III, LP, ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP, Accel-KKR Growth Capital Partners II Strategic Fund, LP, Accel-KKR Growth Capital Partners II, LP, Accel-KKR Members Fund, LLC, AKKR SC GPI HoldCo LP, AKKR STRATEGIC CAPITAL LP
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F7, F1, F2, F3, F4 | 9,736,723 | $0.00 | $0.00 |
| Other | Class B Common Stock F7, F1, F2, F3, F4 | 416,038 | $0.00 | $0.00 |
| Other | Class B Common Stock F7, F1, F2, F3, F4 | 607,024 | $0.00 | $0.00 |
| Other | Class B Common Stock F7, F1, F8, F9, F2, F3, F4 | 600,000 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F3, F4 | 94,546 | $0.00 | $0.00 |
| holding | Class A Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Class A Common Stock F5, F6, F2, F3, F4 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 146,020 contracts (Indirect, Accel-KKR Capital Partners CV III, LP);
Class B Common Stock — 0 contracts (Indirect, Accel-KKR Growth Capital Partners III, LP);
Class B Common Stock — 100 contracts (Indirect, Accel-KKR Members Fund, LLC);
Class B Common Stock — 2,489,787 contracts (Indirect, AKKR Strategic Capital LP);
Class A Common Stock — 0 shares (Indirect, Accel-KKR Growth Capital Partners III, LP);
Class A Common Stock — 2,245,886 shares (Indirect, Accel-KKR Capital Partners CV III, LP);
Class A Common Stock — 10,845 shares (Indirect, AKKR Strategic Capital LP)
Footnotes (9)
- F1. In-kind pro rata distribution from the Reporting Person to its partners, without consideration.
- F2. 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.
- F3. (Continued from footnote 2) 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,
- F4. (Continued from footnote 3) 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.
- F5. Includes 2,583 shares received from certain of the other Reporting Persons in the distribution described in footnote 1. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
- F6. The total reported in Column 5 of Table I reflects a transfer from SC GPI to SC. The transfer was exempt from reporting under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, pursuant to Rule 16a-13 under the Exchange Act.
- F7. 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.
- F8. Includes 1,002,627 shares received from certain of the other Reporting Persons in the distribution described in footnote 1. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
- F9. The total reported in Column 9 of Table II reflects a transfer from SC GPI to SC. The transfer was exempt from reporting under Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act.
Key Figures
Restructuring transfers of Class B Common Stock: 11,454,331 shares
Class A shares disposed: 94,546 shares
Class A holdings of CV III after transactions: 2,245,886 shares
+4 more
7 metrics
Restructuring transfers of Class B Common Stock
11,454,331 shares
Aggregate Class B shares disposed in J-code restructuring transactions on August 26, 2026
Class A shares disposed
94,546 shares
Class A Common Stock transferred by Accel-KKR Growth Capital Partners III, LP on August 26, 2026
Class A holdings of CV III after transactions
2,245,886 shares
Indirect Class A Common Stock held by Accel-KKR Capital Partners CV III, LP after August 26, 2026
Class B holdings of CV III after transactions
146,020 shares
Indirect Class B Common Stock held by Accel-KKR Capital Partners CV III, LP after August 26, 2026
Class A holdings of AKKR Strategic Capital LP after transactions
10,845 shares
Indirect Class A Common Stock held by AKKR Strategic Capital LP after August 26, 2026
Class B holdings of AKKR Strategic Capital LP after transactions
2,489,787 shares
Indirect Class B Common Stock held by AKKR Strategic Capital LP after August 26, 2026
Class B holdings of Accel-KKR Members Fund, LLC after transactions
100 shares
Indirect Class B Common Stock remaining after 607,024-share distribution on August 26, 2026
Key Terms
in-kind pro rata distribution, pecuniary interest, Class B Common Stock, Rule 16a-13, +1 more
5 terms
in-kind pro rata distribution financial
"In-kind pro rata distribution from the Reporting Person to its partners, without"
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest"
Class B Common Stock financial
"Class B Common Stock is convertible at any time, at the holder's election"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Rule 16a-13 regulatory
"The transfer was exempt from reporting under Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13"
beneficial ownership financial
"Each of the Reporting Persons disclaims beneficial ownership of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider activity did Accel-KKR report in this Form 4 for PAY?
Accel‑KKR entities reported restructuring transfers on August 26, 2026, disposing of 11,454,331 Class B shares and 94,546 Class A shares of Paymentus in in‑kind pro rata distributions to partners and exempt transfers within the fund complex, rather than open‑market sales.
Were the Paymentus (PAY) insider transfers made under a Rule 10b5-1 plan?
No. The Form 4’s Rule 10b5‑1 checkbox is not checked, and the filing describes the movements as in‑kind pro rata distributions and exempt internal transfers under Rule 16a‑13, rather than trades executed under a pre‑arranged trading plan.
Which Accel-KKR entity holds a small remaining Class B stake in Paymentus?
After the restructuring, Accel‑KKR Members Fund, LLC reports holding only 100 shares of Class B Common Stock of Paymentus, following a disposition of 607,024 Class B shares through an in‑kind distribution to its partners.
AI-generated analysis. How Rhea-AI works. Not financial advice.
