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

Rhea-AI Filing Summary

Paymentus Holdings, Inc. (PAY) director and 10% owner Thomas C. Barnds reported changes in his indirect ownership of the company’s stock through various Accel‑KKR investment entities and a personal trust. On 11/19/2025, AKKR Strategic Capital LP made an in-kind pro rata distribution of 1,000,000 shares of Class B Common Stock to its partners, without consideration, as noted in the Form 4 transaction coded "J".

The filing explains that each share of 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. Following the reported transactions, indirect holdings corresponding to Class A Common Stock include 4,364,707 shares through AKKR Strategic Capital LP and 21,395,285 shares through Accel‑KKR Capital Partners CV III, LP, among other Accel‑KKR funds, plus 6,572,936 shares held by the Barnds Living Trust.

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)
11/19/2025

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)	11/19/2025		J(2)			1,000,000	(1)	(1)	Class A Common Stock	1,000,000	$0(2)	4,364,707	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	21,395,285		21,395,285	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,183,406		1,183,406	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	900,687		900,687	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	30,184		30,184	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	355,825		355,825	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	820,762		820,762	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,572,936(5)		6,572,936	I	See footnote.(6)

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 152,515 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

6. Shares held by the Barnds Living Trust dtd 6/23/2003.

	/s/ Thomas C. Barnds	11/21/2025
	** 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).
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FAQ

What did Thomas C. Barnds report in this Form 4 for Paymentus (PAY)?

The filing reports that Thomas C. Barnds, a director and 10% owner of Paymentus Holdings, Inc. (PAY), disclosed changes in his indirect ownership of Paymentus stock through multiple Accel‑KKR investment entities and a personal trust.

What was the key transaction reported on November 19, 2025 for PAY?

On 11/19/2025, AKKR Strategic Capital LP made an in-kind pro rata distribution of 1,000,000 shares of Class B Common Stock to its partners, without consideration, as reflected by transaction code "J" in the Form 4.

How are Paymentus Class B Common Stock and Class A Common Stock related?

The filing states that Class B Common Stock is convertible at any time, at the holder’s election and automatically in connection with certain transfers and other events, into an equal number of shares of Class A Common Stock and has no expiration date.

What indirect holdings in Paymentus does AKKR Strategic Capital LP report?

After the reported transactions, AKKR Strategic Capital LP is shown as indirectly holding 4,364,707 shares of Class A Common Stock underlying Class B Common Stock for the benefit of the reporting person.

How many Paymentus shares are held via Accel-KKR Capital Partners CV III, LP?

The table lists 21,395,285 shares of Class A Common Stock underlying Class B Common Stock as indirectly held through Accel‑KKR Capital Partners CV III, LP for the reporting person.

What is the Barnds Living Trust’s stake in Paymentus reported here?

The filing notes that 6,572,936 shares of Class A Common Stock are held by the Barnds Living Trust dtd 6/23/2003, including 152,515 shares received in the in-kind distributions described in the footnotes.

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

The disclosure explains 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 shares owned by several Accel‑KKR funds listed in the footnotes.