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

Rhea-AI Filing Summary

Accel-KKR affiliates reported an in-kind pro rata distribution of Paymentus Holdings Class B common stock on 08/20/2025. Multiple Accel-KKR entities reported transfers (Transaction Code J) converting or distributing Class B shares into Class A shares for partners without consideration. Reported amounts distributed include 3,602,968; 180,352; 151,676; 5,084; and 59,920 Class B shares, and post-transaction beneficial ownership figures are shown for each entity (for example, 35,807,157 Class A shares reported for one reporting entity). The filing clarifies the complex ownership and voting relationships among Accel-KKR entities and notes that Class B shares are convertible into an equal number of Class A shares.

Positive

• Clear disclosure of an in-kind pro rata distribution (Transaction Code J) on 08/20/2025
• Detailed beneficial ownership mapping across Accel-KKR entities, including post-transaction Class A share figures (for example 35,807,157)
• Footnotes explain voting and control relationships among reporting entities and management companies

Negative

• None.

Insights

Financial Analyst

TL;DR: This Form 4 documents a multi-entity in-kind distribution of Class B shares into Class A holdings across Accel-KKR funds, maintaining significant reported stakes.

The filing shows a pro rata, in-kind distribution (Transaction Code J) on 08/20/2025 to partners across several Accel-KKR vehicles. Reported distributed amounts and resulting beneficial ownership figures are explicit in the filing, demonstrating continued concentrated ownership by Accel-KKR-related entities. There are no cash proceeds reported, and the transactions are described as distributions without consideration. From an investor perspective, the filing documents internal reallocations of equity rather than open-market sales.

Corporate Governance Expert

TL;DR: The disclosure clarifies voting and investment power across Accel-KKR entities and records internal distributions of convertible Class B shares.

The footnotes provide detailed beneficial ownership and control attribution among Accel-KKR Holdings GP, its affiliated funds, and their management companies, including disclaimer language about pecuniary interests. The filing properly uses Form 4 to report the in-kind distribution and notes that Class B shares are convertible into Class A on holder election or certain events. Signatures from an authorized signatory are included for each reporting entity, consistent with filing requirements.

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
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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^*

Accel-KKR Holdings GP, LLC

(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	X	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)

	Form filed by One Reporting Person
X	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)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	35,807,157	I	Accel-KKR Capital Partners CV III, LP(3)(4)(5)
Class B Common Stock	(1)	08/20/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,904,814	I	Accel-KKR Members Fund, LLC(3)(4)(5)
Class B Common Stock	(1)	08/20/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,507,391	I	Accel-KKR Growth Capital Partners III, LP(3)(4)(5)
Class B Common Stock	(1)	08/20/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	50,520	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)(5)
Class B Common Stock	(1)	08/20/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	595,505	I	Accel-KKR Growth Capital Partners II, LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,097,641(6)		4,097,641	I	AKKR Strategic Capital LP(3)(4)(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	568,805(7)		568,805	I	AKKR SC GPI HoldCo LP(3)(4)(5)

1. Name and Address of Reporting Person^*

Accel-KKR Holdings GP, LLC

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACCEL-KKR CAPITAL PARTNERS CV III, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II Strategic Fund, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Growth Capital Partners II, LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Accel-KKR Members Fund, LLC

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AKKR SC GPI HoldCo LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AKKR STRATEGIC CAPITAL LP

(Last) (First) (Middle)

C/O ACCEL-KKR

2180 SAND HILL ROAD, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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) (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.

4. (Continued from footnote 3) 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,

5. (Continued from footnote 4) 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.

6. Includes 321,251 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.

7. Includes 64,034 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.

	Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory	08/22/2025
	Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/22/2025
	Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/22/2025
	Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/22/2025
	Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory	08/22/2025
	AKKR Members Fund, LLC /s/ Thomas C. Barnds, as its authorized signatory	08/22/2025
	AKKR Strategic Capital LP /s/ Thomas C. Barnds, as its authorized signatory	08/22/2025
	AKKR SC GPI HoldCo LP /s/ Thomas C. Barnds, as its authorized signatory	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.
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FAQ

What transaction did Accel-KKR report on Paymentus Holdings (PAY)?

The filing reports an in-kind pro rata distribution (Transaction Code J) of Class B common stock on 08/20/2025 to partners of Accel-KKR entities.

How many Class B shares were distributed in the Form 4 for PAY?

Reported distributed Class B share amounts include 3,602,968, 180,352, 151,676, 5,084, and 59,920 as shown in the filing.

Does the Form 4 show any sales or cash proceeds from the transactions?

No. The filing describes the transactions as in-kind distributions without consideration and reports $0 price where applicable.

Are Class B shares convertible into Class A shares for PAY?

Yes. The filing states Class B common stock is convertible at any time into an equal number of Class A common shares and has no expiration date.

Who signed the Form 4 filings for these Accel-KKR entities?

The filings are signed by Thomas C. Barnds as the authorized signatory for each reporting entity, with signature dates of 08/22/2025.