Paymentus (PAY) Insider: 146,675 Class B Shares Added by Director

Rhea-AI Filing Summary

Jason Klein, a director of Paymentus Holdings, Inc. (PAY), reported an acquisition of Class B Common Stock on 08/26/2025. He received 146,675 shares of Class B Common Stock in a pro rata distribution from funds affiliated with Accel-KKR; these shares were acquired at $0 and were exempt from Section 16 reporting under Rule 16a-9(a). Class B shares convert one-for-one into Class A Common Stock and have no expiration. Following the transaction, Mr. Klein beneficially owns 1,586,679 shares indirectly through the Jason and Farah Klein Revocable Trust dated 1/27/2011. The Form 4 was signed and dated 08/28/2025.

Positive

• Increase in beneficial ownership to 1,586,679 shares, indicating a larger insider stake
• Transaction exempt under Rule 16a-9(a), showing it was a fund distribution rather than an open-market trade
• Class B shares convert one-for-one to Class A and have no expiration, preserving voting/economic equivalence

Negative

• None.

Insights

Financial Analyst

TL;DR: Director Jason Klein's pro rata distribution raised his beneficial stake to 1,586,679 shares; transaction reported as exempt.

The reported receipt of 146,675 Class B shares increases the reporting person's indirect beneficial ownership to 1,586,679 shares, a clear change in insider holdings that investors can track for ownership trends. The distribution was made by funds affiliated with Accel-KKR and was exempt under Rule 16a-9(a), indicating this was an internal fund allocation rather than an open-market purchase or sale. Because Class B shares convert one-for-one to Class A shares and have no expiration, the economic and voting linkage to common equity is direct. This disclosure is routine but material for monitoring insider ownership levels.

Corporate Governance Expert

TL;DR: A director received a pro rata fund distribution increasing indirect ownership; form filed promptly and cites applicable exemption.

The Form 4 shows proper reporting of a pro rata distribution to a director from affiliated funds and cites Rule 16a-9(a) exemption, which is consistent with distributions not constituting purchase or sale for Section 16 purposes. The indirect ownership is held via a revocable trust, which is disclosed in the footnote. Filing includes signature and date, meeting filing formalities. There are no disclosures here of option grants, sales, or other governance changes.

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^*

Klein Jason

(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)
08/26/2025

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)	08/26/2025		J(2)	V	146,675		(1)	(1)	Class A Common Stock	146,675	$0(2)	1,586,679	I	See footnote(3)

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.

3. Shares held by The Jason and Farah Klein Revocable Trust dtd 1/27/2011.

	/s/ Jason Klein	08/28/2025
	** 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 Jason Klein report for Paymentus Holdings (PAY)?

He reported receipt of 146,675 Class B Common Stock on 08/26/2025 via a pro rata distribution from funds affiliated with Accel-KKR.

How many Paymentus shares does Jason Klein beneficially own after the reported transaction?

Following the transaction he beneficially owns 1,586,679 shares, held indirectly through the Jason and Farah Klein Revocable Trust dated 1/27/2011.

Was the reported transfer of Paymentus shares a purchase or sale?

No. The Form 4 states the shares were received in a pro rata distribution and the acquisition was exempt pursuant to Rule 16a-9(a).

What class of Paymentus shares was acquired and can they convert?

The filing reports Class B Common Stock, which is convertible at any time into an equal number of Class A Common Stock and has no expiration date.

When was the Form 4 filed and signed?

The signature on the Form 4 is dated 08/28/2025 and the transaction date is 08/26/2025.