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Paymentus: Accel-KKR reports 5.97% ownership

The reported positions include Class B shares convertible one-for-one and shares subject to a voting proxy if an agreement is not followed.

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Paymentus Holdings, Inc. (PAY) is the subject of an amended Schedule 13G reporting that Accel-KKR Holdings GP, LLC beneficially owned 6,128,498 securities, or 5.97%. The reported amount includes Class A shares, Class B shares convertible one-for-one into Class A shares, and 1,235,860 shares covered by a voting proxy.

Certain affiliated funds made in-kind pro rata distributions of Class A and Class B shares to partners and members on August 17, 2026, and August 26, 2026, without consideration. The reporting persons stated they may be deemed part of a group with Dushyant Sharma; that group would be deemed to own 49,419,407 Class A shares, or 39.40%. They expressly disclaim group membership and beneficial ownership attributed solely to the stockholders agreement.

Reported beneficial ownership 6,128,498 securities Accel-KKR Holdings GP, LLC; includes Class A shares, conversion shares and proxy shares.
Reported ownership percentage 5.97% Accel-KKR Holdings GP, LLC.
Class A shares outstanding 78,633,959 shares As of October 29, 2026; used in the reported percentage calculation.
Class A shares issuable upon conversion 24,105,640 shares Included in the reported percentage calculation; inclusive of the Proxy Shares.
Potential group beneficial ownership 49,419,407 Class A shares The amount the group with Dushyant Sharma would be deemed to own, based on the stated holdings and information furnished by Sharma.
Potential group ownership percentage 39.40% The percentage the group with Dushyant Sharma would be deemed to own.
Class B Shares financial
"Each Class B Share is convertible at any time, at the holder’s election, into one Class A Share"
Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.
voting proxy regulatory
"UGP holds a voting proxy with respect to the 1,235,860 KKR-AKI Proxy Shares"
A voting proxy is a written authorization that lets a shareholder designate another person or group to cast votes on their behalf at a company meeting, like giving a trusted friend your ballot when you can't attend. It matters to investors because proxies determine who controls key decisions—such as electing directors, approving mergers or policy changes—so how proxies are allocated and used can materially affect a company's direction and shareholder value.
in-kind pro rata distributions financial
"in-kind pro rata distributions, without consideration"
beneficial ownership regulatory
"may be deemed to beneficially own the KKR-AKI Proxy Shares"
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many securities did Accel-KKR Holdings GP report owning in PAY?

Accel-KKR Holdings GP, LLC reported beneficial ownership of 6,128,498 securities, or 5.97%. The reported amount includes Class A shares, Class B shares issuable upon conversion, and shares covered by a voting proxy.

What group ownership percentage was disclosed for PAY?

A group with Dushyant Sharma would be deemed to beneficially own 49,419,407 Class A shares, or 39.40%, based on the reporting persons’ holdings and information furnished by Sharma. The reporting persons expressly disclaim membership in that group and beneficial ownership attributed solely to the stockholders agreement.

Why are KKR-AKI shares included in the reported PAY ownership?

KKR-AKI Investors L.L.C. directly holds 1,235,860 Class B shares. Under a Distribution and Voting Agreement, if KKR-AKI does not comply with the agreement, UGP has a proxy and attorney-in-fact authority to vote those shares as the agreement requires; the reporting persons state that UGP may therefore be deemed to beneficially own them.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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70439P108

(CUSIP Number)
09/30/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: The reported securities represent (i) 2,256,731 shares of Class A Common Stock ("Class A Shares"), (ii) 2,635,907 Class A Shares issuable upon conversion of an equal number of shares of Class B Common Stock ("Class B Shares"), and (iii) 1,235,860 Class A Shares underlying Class B Shares for which the Reporting Person holds a voting proxy ("Proxy Shares"). The reported percentage is calculated based on (i) 78,633,959 Class A Shares outstanding as of October 29, 2026, as reported in the Issuer's Form 10-Q filed on November 3, 2026, as increased by (ii) 24,105,640 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).


SCHEDULE 13G




Comment for Type of Reporting Person: The reported securities represent (i) 2,245,886 Class A Shares and (ii) 146,020 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 78,633,959 Class A Shares outstanding as of October 29, 2026, as reported in the Issuer's Form 10-Q filed on November 3, 2026, as increased by (ii) 24,105,640 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: The reported securities represent 100 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 78,633,959 Class A Shares outstanding as of October 29, 2026, as reported in the Issuer's Form 10-Q filed on November 3, 2026, as increased by (ii) 24,105,640 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).


SCHEDULE 13G




Comment for Type of Reporting Person: The reported securities represent (i) 10,845 Class A Shares and (ii) 2,489,787 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 78,633,959 Class A Shares outstanding as of October 29, 2026, as reported in the Issuer's Form 10-Q filed on November 3, 2026, as increased by (ii) 24,105,640 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: The reported securities represent (i) 2,328,874 Class A Shares and (ii) 12,752,844 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares. The reported percentage is calculated based on (i) 78,633,959 Class A Shares outstanding as of October 29, 2026, as reported in the Issuer's Form 10-Q filed on November 3, 2026, as increased by (ii) 24,105,640 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).


SCHEDULE 13G




Comment for Type of Reporting Person: The reported securities represent (i) 2,328,873 Class A Shares and (ii) 12,752,843 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares. The reported percentage is calculated based on (i) 78,633,959 Class A Shares outstanding as of October 29, 2026, as reported in the Issuer's Form 10-Q filed on November 3, 2026, as increased by (ii) 24,105,640 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).


SCHEDULE 13G




Comment for Type of Reporting Person: The reported securities represent 1,235,860 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 78,633,959 Class A Shares outstanding as of October 29, 2026, as reported in the Issuer's Form 10-Q filed on November 3, 2026, as increased by (ii) 24,105,640 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).


SCHEDULE 13G



Accel-KKR Holdings GP, LLC
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
Accel-KKR Capital Partners CV III, LP
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
Accel-KKR Growth Capital Partners III, LP
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
Accel-KKR Growth Capital Partners II Strategic Fund, LP
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
Accel-KKR Growth Capital Partners II, LP
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
Accel-KKR Members Fund, LLC
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
AKKR Strategic Capital LP
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
AKKR SC GPI HoldCo LP
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
AKKR Fund II Management Company, LP
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds/Authorized Signatory
Date:11/05/2026
Palumbo, Robert
Signature:/s/ Thomas C. Barnds, as Attorney-in-Fact
Name/Title:Robert Palumbo
Date:11/05/2026
Barnds, Thomas
Signature:/s/ Thomas C. Barnds
Name/Title:Thomas C. Barnds
Date:11/05/2026
KKR-AKI Investors L.L.C.
Signature:/s/ Leonardo Colello
Name/Title:Leonardo Colello/Manager
Date:11/05/2026
Exhibit Information

24 Power of Attorney for Robert Palumbo, dated May 25, 2021 (incorporated herein by reference to Exhibit 24 to the filing by Robert Palumbo on Form 3 for Paymentus Holdings, Inc., filed with the Securities and Exchange Commission on May 25, 2021) 99.1 Joint Filing Agreement, dated as of November 14, 2025 (incorporated herein by reference to Exhibit 99.1 to the filing by Accel-KKR Holdings GP, LLC for Paymentus Holdings, Inc., filed with the Securities and Exchange Commission on November 14, 2025)

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