Paymentus (PAY) Director Received 13,278 Convertible Class B Shares in Pro Rata Distribution

Rhea-AI Filing Summary

Adam Malinowski, a director of Paymentus Holdings, Inc. (PAY), received 13,278 shares of Class B Common Stock on 08/20/2025 via a pro rata distribution from funds affiliated with Accel-KKR. Class B shares are convertible into an equal number of Class A shares at any time and carry no expiration. The reported acquisition was exempt under Rule 16a-9(a). After the transaction, Mr. Malinowski beneficially owned 135,070 shares, reported on a Form 4 filed with a signature dated 08/22/2025.

Positive

• Director increased beneficial ownership by 13,278 Class B shares, now holding 135,070 shares
• Transaction exempt under Rule 16a-9(a), indicating a pro rata fund distribution rather than an open-market purchase
• Class B shares convert one-for-one into Class A shares with no expiration, preserving economic equivalence

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a modest pro rata distribution of 13,278 convertible Class B shares; ownership now 135,070 shares — routine, non-cash transaction.

The Form 4 documents a non-derivative receipt of 13,278 Class B shares by a director via a pro rata distribution from Accel-KKR-affiliated funds, exempt under Rule 16a-9(a). Class B shares convert one-for-one to Class A and have no expiration, so economic exposure is equivalent to Class A shares once converted. This is a routine ownership update rather than an open-market trade and does not disclose consideration paid, consistent with an exempt distribution.

Corporate Governance Expert

TL;DR: Insider disclosure reflects governance transparency; transaction appears administrative and compliant with Section 16 reporting.

The filing identifies the reporting person as a director and indicates the acquisition arose from fund distributions affiliated with Accel-KKR. The Form 4 was signed by an attorney-in-fact, and the filer checked the box indicating one reporting person. The treatment as an exempt acquisition under Rule 16a-9(a) and the clear conversion features of Class B shares are properly disclosed, fulfilling routine Section 16 obligations.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Malinowski Adam

Role Director

Type	Security	Shares	Price	Value
Other	Class B Common Stock	13,278	$0.00	--

Holdings After Transaction: Class B Common Stock — 135,070 shares (Direct)

Footnotes (1)

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. Shares received in a pro rata distribution from funds affiliated with Accel-KKR. The acquisition of such shares was exempt pursuant to Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended.

Form 4 Insider Transactions: What Each Field Means →

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^*

Malinowski Adam

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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)	08/20/2025		J(2)	V	13,278		(1)	(1)	Class A Common Stock	13,278	$0	135,070	D

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. Shares received in a pro rata distribution from funds affiliated with Accel-KKR. The acquisition of such shares was exempt pursuant to Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended.

	/s/ Thomas C. Barnds, as Attorney-in-Fact for Adam Malinowski	08/22/2025
	** 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 transaction did Adam Malinowski report on Form 4 for PAY?

He reported receipt of 13,278 shares of Class B Common Stock on 08/20/2025 via a pro rata distribution from Accel-KKR-affiliated funds.

How many PAY shares does Adam Malinowski beneficially own after the reported transaction?

After the transaction he beneficially owned 135,070 shares as reported on the Form 4.

Were the shares purchased on the open market or exempt from Section 16 reporting?

The acquisition was reported as exempt pursuant to Rule 16a-9(a), indicating a distribution from affiliated funds rather than an open-market trade.

What are the conversion characteristics of the Class B shares reported?

The Form 4 states Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.

When was the Form 4 signed and filed?

The signature by an attorney-in-fact is dated 08/22/2025; the transaction date listed is 08/20/2025.