Paymentus (NYSE: PAY) insider moves 12M shares without cash sale
Rhea-AI Filing Summary
Paymentus Holdings, Inc. (PAY) reports that director and ten percent owner Robert Palumbo and entities associated with him completed a series of in-kind pro rata distributions on August 17, 2026, relocating economic interests in about 12,000,000 shares among Accel‑KKR-related funds and partners without cash consideration. These transactions, coded as restructuring-type dispositions, changed how Palumbo’s interests are held but were not open‑market sales. Afterward, he continues to report 7,181,629 shares of Class B Common Stock directly and additional Class B and Class A shares indirectly through various Accel‑KKR funds and a 2026 annuity trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 40,518 shares
Net Sell
16 txns
Insider
Palumbo Robert
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F1, F2, F3, F4 | 7,909,574 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F3, F4 | 395,930 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F3, F4 | 332,973 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F3, F4 | 25,100 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F3, F4 | 295,905 | $0.00 | $0.00 |
| Other | Class B Common Stock F1, F2, F5, F3, F4 | 3,000,000 | $0.00 | $0.00 |
| Other | Class A Common Stock F2, F3, F4, F5 | 37,350 | $0.00 | $0.00 |
| Other | Class A Common Stock F2, F3, F4, F5 | 3,168 | $0.00 | $0.00 |
| holding | Class B Common Stock F1, F3, F4 | -- | -- | -- |
| holding | Class B Common Stock F1 | -- | -- | -- |
| holding | Class B Common Stock F1, F6 | -- | -- | -- |
| holding | Class A Common Stock F3, F4, F5 | -- | -- | -- |
| holding | Class A Common Stock F3, F4, F5 | -- | -- | -- |
| holding | Class A Common Stock F3, F4, F5 | -- | -- | -- |
| holding | Class A Common Stock F7, F3, F4, F5 | -- | -- | -- |
| holding | Class A Common Stock F8, F6 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 9,882,743 shares (Indirect, Accel-KKR Capital Partners CV III, LP);
Class B Common Stock — 607,124 shares (Indirect, Accel-KKR Members Fund, LLC);
Class B Common Stock — 416,038 shares (Indirect, Accel-KKR Growth Capital Partners III, LP);
Class B Common Stock — 0 shares (Indirect, Accel-KKR Growth Capital Partners II Strategic Fund, LP);
Class B Common Stock — 0 shares (Indirect, Accel-KKR Growth Capital Partners II, LP);
Class B Common Stock — 1,206,671 shares (Indirect, AKKR Strategic Capital LP);
Class A Common Stock — 0 shares (Indirect, Accel-KKR Growth Capital Partners II, LP);
Class A Common Stock — 0 shares (Indirect, Accel-KKR Growth Capital Partners II Strategic Fund, LP);
Class B Common Stock — 880,489 shares (Indirect, AKKR SC GPI HoldCo LP);
Class B Common Stock — 7,181,629 shares (Direct);
Class B Common Stock — 1,593,716 shares (Indirect, See footnote);
Class A Common Stock — 2,245,886 shares (Indirect, Accel-KKR Capital Partners CV III, LP);
Class A Common Stock — 94,546 shares (Indirect, Accel-KKR Growth Capital Partners III, LP);
Class A Common Stock — 7,312 shares (Indirect, AKKR SC GPI HoldCo LP);
Class A Common Stock — 950 shares (Indirect, AKKR Strategic Capital LP);
Class A Common Stock — 66,247 shares (Indirect, See footnote.)
Footnotes (8)
- F1. 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.
- F2. In-kind pro rata distribution from the Reporting Person to its partners, without consideration.
- F3. 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 II
- F4. (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. Barnds have separately filed Form 4s reporting their interests.
- F5. Includes 538,415 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.
- F6. Shares held by the Palumbo 2026 Annuity Trust.
- F7. Represents shares received in the distribution described in footnote 2.
- F8. Includes 1,939 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.
Key Figures
Restructuring transactions: 12,000,000 shares
Direct Class B holdings after: 7,181,629 shares
Indirect Class B via AKKR SC GPI HoldCo LP: 880,489 shares
+3 more
6 metrics
Restructuring transactions
12,000,000 shares
Shares involved in in-kind pro rata distributions coded J on August 17, 2026
Direct Class B holdings after
7,181,629 shares
Class B Common Stock directly held by Robert Palumbo following the reported transactions
Indirect Class B via AKKR SC GPI HoldCo LP
880,489 shares
Underlying Class A shares associated with Class B held indirectly after transactions
Indirect Class B via 2026 annuity trust
1,593,716 shares
Underlying Class A shares represented by Class B held indirectly through Palumbo 2026 Annuity Trust
Indirect Class A via CV III
2,245,886 shares
Class A Common Stock indirectly held through Accel‑KKR Capital Partners CV III, LP after transactions
Indirect Class A via GC III
94,546 shares
Class A Common Stock indirectly held through Accel‑KKR Growth Capital Partners III, LP after transactions
Key Terms
in-kind pro rata distribution, Class B Common Stock, beneficial ownership, pecuniary interest
4 terms
in-kind pro rata distribution financial
"In-kind pro rata distribution from the Reporting Person to its partners"
Class B Common Stock financial
"Class B Common Stock is convertible at any time, at the holder's election"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
beneficial ownership financial
"Each of the Reporting Persons disclaims beneficial ownership of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"
FAQ
What is Robert Palumbo’s direct ownership of Paymentus (PAY) after these transactions?
After the August 17, 2026 restructuring, Robert Palumbo is shown as directly holding 7,181,629 shares of Paymentus Class B Common Stock. Each Class B share is convertible into one Class A share and has no expiration date according to the filing’s footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
