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

Rhea-AI Filing Summary

Thomas C. Barnds, a director associated with Accel-KKR, reported distributions and conversions of Class B into Class A common stock of Paymentus Holdings, Inc. (PAY). The filing shows multiple in-kind pro rata distributions converting Class B shares to Class A, resulting in indirect holdings reported as 24,998,253 shares for one reporting entity and additional indirect holdings of 1,363,758, 1,052,363, 35,268, and 415,745 for affiliated entities. Explanatory footnotes describe the ownership and control structure among Accel-KKR entities and note that Class B shares are convertible into an equal number of Class A shares without expiration.

Positive

• Detailed disclosure of in-kind distributions and conversions clarifies ownership positions
• Class B shares are convertible into Class A on a one-for-one basis with no expiration, increasing transparency
• Large indirect holdings disclosed (e.g., 24,998,253 shares) provide clear picture of investor concentration

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider redistributed convertible Class B shares into large indirect Class A holdings across Accel-KKR entities; market impact appears limited.

The Form 4 documents an in-kind pro rata distribution and conversion of Class B into Class A shares among affiliated Accel-KKR vehicles, producing significant indirect ownership positions aggregated at millions of shares. This is an ownership reallocation within a controlling investor group rather than an open-market sale, so it does not directly create sell pressure or change the underlying economic ownership materially. Investors should note the large concentrated holdings reported, which maintain voting and investment alignment under the described GP/management structure.

Corporate Governance Expert

TL;DR: Redistribution preserves centralized control via Accel-KKR entities; disclosure clarifies complex indirect ownership.

The filing and footnotes outline an interlocking governance and ownership chain where decision-making and voting power remain with Accel-KKR-related general partners and management entities. The conversion feature of Class B to Class A and the in-kind distributions redistribute economic interests while the footnotes maintain disclaimers of beneficial ownership except for pecuniary interests. From a governance standpoint, the disclosure is detailed and consistent with Section 16 reporting requirements, highlighting concentrated insider influence.

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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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)
09/10/2025

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)	09/10/2025		J(2)			3,602,968	(1)	(1)	Class A Common Stock	3,602,968	$0(2)	24,998,253	I	Accel-KKR Capital Partners CV III, LP(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			180,352	(1)	(1)	Class A Common Stock	180,352	$0(2)	1,363,758	I	Accel-KKR Members Fund, LLC(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			151,676	(1)	(1)	Class A Common Stock	151,676	$0(2)	1,052,363	I	Accel-KKR Growth Capital Partners III, LP(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			5,084	(1)	(1)	Class A Common Stock	5,084	$0(2)	35,268	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP(3)(4)
Class B Common Stock	(1)	09/10/2025		J(2)			59,920	(1)	(1)	Class A Common Stock	59,920	$0(2)	415,745	I	Accel-KKR Growth Capital Partners II, LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,061,257(5)		5,061,257	I	AKKR Strategic Capital LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	761,685(6)		761,685	I	AKKR SC GPI HoldCo LP(3)(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,961,990(7)		5,961,990	I	See footnote.(8)

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 321,217 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.

6. Includes 64,304 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.

7. Includes 449,042 shares received in distributions described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.

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

	/s/ Thomas C. Barnds	09/12/2025
	** 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 transactions did Thomas C. Barnds report on the Form 4 for PAY?

The report discloses in-kind pro rata distributions converting Class B common stock into Class A common stock and reallocating shares among Accel-KKR affiliated entities.

How many Class A shares were reported as indirectly owned after the transactions?

The filing shows an indirect holding of 24,998,253 shares for one reporting entity and additional indirect holdings of 1,363,758, 1,052,363, 35,268, and 415,745 for other affiliated entities.

Were the distributions paid for in cash or in-kind?

The distributions were in-kind pro rata distributions from the reporting person to its partners, without consideration, per the filing.

Can Class B shares convert into Class A shares?

Yes. Footnotes state Class B common stock is convertible at any time into an equal number of Class A common stock and has no expiration date.

Does the filing indicate a change in control of PAY?

No explicit change in control is stated; the filing describes redistribution among Accel-KKR entities while noting centralized voting and investment decision arrangements.