Accel-KKR reporting persons disclose majority economic and voting positions in Paymentus Holdings, Inc. (PAY). The Accel-KKR group reports beneficial ownership of 51,918,932 Class A Shares, representing 50.37% of the Class A shares calculated on the stated denominator. Two individuals, Robert Palumbo and Thomas C. Barnds, are identified with aggregate reported holdings of 56,086,175 Class A Shares or 54.42% when their interests are aggregated as reported. The filing explains that some Class A shares are issuable upon conversion of Class B shares and that UGP holds a voting proxy over 1,235,860 Class A-equivalent shares held by KKR-AKI Investors L.L.C. The filing also discloses a Stockholders Agreement with other investors (the Sharma parties) that, if treated as a group, would total 82,958,062 Class A Shares or 66.00%, but the Reporting Persons expressly disclaim membership in that group. The statements describe the ownership structure, conversion mechanics, voting arrangements and the entities through which Accel-KKR control is exercised.
Positive
Majority stake disclosed: Accel-KKR reporting persons beneficially own 51,918,932 Class A-equivalent shares (50.37%).
Clear ownership breakdown: Filing provides counts for Class A shares, Class A shares issuable on conversion of Class B shares, and proxy shares (e.g., 1,235,860 proxy shares).
Named principals and entities: Identifies Robert Palumbo and Thomas C. Barnds and the Accel-KKR entity structure used to exercise shared voting and dispositive power.
Disclosure of potential broader agreement: Filing states a Stockholders Agreement that could aggregate to 82,958,062 Class A Shares (66.00%), while disclaiming group membership.
Negative
None.
Insights
TL;DR: Accel-KKR reports a controlling stake in Paymentus via direct holdings, convertible Class B shares and a voting proxy; ownership exceeds 50%.
The filing discloses Accel-KKR-related entities beneficially own 51,918,932 Class A-equivalent shares (50.37% of Class A on the stated base) and certain principals report 56,086,175 shares (54.42%). The position combines currently outstanding Class A shares, Class A shares issuable upon conversion of Class B shares and proxy-voted shares, which together create voting control. The disclosure is precise about counts and the calculation base (45,348,953 Class A outstanding as of July 31, 2025 plus 57,716,894 Class A issuable on conversion). From a market-impact perspective, ownership above 50% is material for control, potential governance outcomes, and liquidity of freely traded shares.
TL;DR: The filing documents concentrated ownership and explicit voting arrangements, including a proxy and a stockholders agreement that could expand practical control.
The report identifies multiple related funds and management entities that collectively exercise shared voting and dispositive power through structural ties (general partners, managing members and power of attorney). It details a voting proxy from KKR-AKI for 1,235,860 shares and references a Stockholders Agreement with the Sharma investors that the Reporting Persons disclaim membership in, yet which, if aggregated, would constitute 66.00% of Class A. The disclosures are legally precise and focus on statutory beneficial ownership and voting mechanics; these are material matters for board control and shareholder governance considerations.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Paymentus Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
70439P108
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Accel-KKR Holdings GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
51,918,932.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
50,683,072.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
51,918,932.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
50.37 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
The reported securities represent (i) 2,536,524 shares of Class A Common Stock ("Class A Shares"), (ii) 48,146,548 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) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Accel-KKR Capital Partners CV III, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,811,585.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,811,585.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,811,585.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
40.57 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The reported securities represent (i) 2,401,460 Class A Shares and (ii) 39,410,125 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Accel-KKR Growth Capital Partners III, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,753,613.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,753,613.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,753,613.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.70 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The reported securities represent (i) 94,546 Class A Shares and (ii) 1,659,067 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Accel-KKR Growth Capital Partners II Strategic Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,772.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,772.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,772.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.06 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The reported securities represent 3,168 Class A Shares and 55,604 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Accel-KKR Growth Capital Partners II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
692,775.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
692,775.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
692,775.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.67 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The reported securities represent 37,350 Class A Shares and 655,425 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Accel-KKR Members Fund, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,085,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,085,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,085,166.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.02 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
The reported securities represent 2,085,166 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
AKKR Strategic Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,776,390.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,776,390.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,776,390.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.66 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The reported securities represent 3,776,390 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
AKKR SC GPI HoldCo LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
504,771.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
504,771.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
504,771.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.49 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The reported securities represent 504,771 Class A Shares issuable upon conversion of an equal number of Class B Shares.
The reported percentage is calculated based on (i) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Palumbo, Robert
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,167,243.00
6
Shared Voting Power
51,918,932.00
7
Sole Dispositive Power
4,167,243.00
8
Shared Dispositive Power
50,683,072.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,086,175.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.42 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The reported securities represent (i) 2,536,524 Class A Shares, (ii) 52,313,791 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) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
Barnds, Thomas
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,167,243.00
6
Shared Voting Power
51,918,932.00
7
Sole Dispositive Power
4,167,243.00
8
Shared Dispositive Power
50,683,072.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
56,086,175.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.42 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The reported securities represent (i) 2,536,524 Class A Shares, (ii) 52,313,791 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) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
CUSIP No.
70439P108
1
Names of Reporting Persons
KKR-AKI Investors L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,235,860.00
7
Sole Dispositive Power
1,235,860.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,235,860.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.20 %
12
Type of Reporting Person (See Instructions)
OO
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) 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025 as increased by (ii) 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Paymentus Holdings, Inc.
(b)
Address of issuer's principal executive offices:
11605 N. Community House Road, Suite 300 Charlotte, NC, 28277
Item 2.
(a)
Name of person filing:
(i) Accel-KKR Holdings GP, LLC
(ii) Accel-KKR Capital Partners CV III, LP
(iii) Accel-KKR Growth Capital Partners III, LP
(iv) Accel-KKR Growth Capital Partners II Strategic Fund, LP
(v) Accel-KKR Growth Capital Partners II, LP
(vi) Accel-KKR Members Fund, LLC
(vii) AKKR Strategic Capital LP
(viii) AKKR SC GPI HoldCo LP
(ix) Palumbo, Robert
(x) Barnds, Thomas
(xi) KKR-AKI Investors L.L.C.
(b)
Address or principal business office or, if none, residence:
c/o Accel-KKR
2180 Sand Hill Road, Suite 300,
Menlo Park, CA 94025.
(c)
Citizenship:
See responses to Item 4 on the cover page.
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP No.:
70439P108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
Accel-KKR Fund Holdings
The aggregate 51,918,932 Class A Shares, representing 50.37% of the outstanding Class A Shares, which are reported as beneficially owned in this Statement are held as follows:
Accel-KKR Capital Partners CV III, LP ("CV III") directly holds 2,401,460 Class A Shares and 39,410,125 Class B Shares, convertible into an equal number of Class A Shares with no expiration date. AKKR Fund III Management Company CV, LP ("CV III GP") is the sole general partner of CV III.
Accel-KKR Growth Capital Partners III, LP ("GC III") directly holds 94,546 Class A Shares and 1,659,067 Class B Shares. AKKR Growth Capital Management Company III, LP ("GC III GP") is the sole general partner of GC III.
Accel-KKR Growth Capital Partners II Strategic Fund, LP ("GC II Strategic") directly holds 3,168 Class A Shares and 55,604 Class B Shares. AKKR Growth Capital Management Company II, LP ("GC II GP") is the sole general partner of GC II Strategic.
Accel-KKR Growth Capital Partners II, LP ("GC II") directly holds 37,350 Class A Shares and 655,425 Class B Shares. GC II GP is the sole general partner of GC II.
Accel-KKR Members Fund, LLC ("Members Fund") directly holds 2,085,166 Class B Shares. AKKR Management Company, LLC ("UGP") is the sole managing member of Members Fund.
AKKR Strategic Capital LP ("SC") directly holds 3,776,390 Class B Shares. AKKR Strategic Capital GP ("SC GP") is the sole general partner of SC.
AKKR SC GPI HoldCo LP ("SC GPI" and collectively with CV III, GC III, GC II Strategic, GC II, Members Fund, and SC, the "Accel-KKR Funds") directly holds 504,771 Class B Shares.
UGP has voting rights with respect to the 1,235,860 KKR-AKI Proxy Shares (described below).
Robert Palumbo directly holds 4,167,243 Class B Shares. Thomas C. Barnds directly holds 43 Class B Shares and holds an additional 4,167,200 Class B Shares through a trust.
UGP is the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Accel-KKR Holdings GP, LLC ("Topco GP") is the sole managing member of UGP. Thomas C. Barnds and Robert Palumbo are the sole two directors and members of Topco GP. AKKR Fund II Management Company, LP (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. Consequently, as a result of the ownership and relationships described in the above bullet points, Mr. Barnds, Mr. Palumbo, CV III GP, GC III GP, GC II GP, SC GP, UGP, Topco GP and the Management Company may be deemed to have shared voting and dispositive power over the shares held by the Accel-KKR Funds.
KKR-AKI Proxy Shares
KKR-AKI Investors L.L.C. ("KKR-AKI") directly holds 1,235,860 Class B Shares. Pursuant to a Distribution and Voting Agreement, dated as of February 13, 2012, KKR-AKI is subject to a voting agreement with respect to the shares of Class B common stock that it holds in the Issuer and has granted UGP a proxy and attorney-in-fact, with full power of substitution, to vote all of its shares as required by such voting agreement if KKR-AKI does not comply with the terms thereof. As a result, UGP may be deemed to beneficially own such shares.
Stockholders Agreement
Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Form 8-K filed May 28, 2021 (the "Agreement"), among (i) the Issuer, (ii) the Accel-KKR Funds, (iii) KKR-AKI, (iv) Dushyant Sharma and his related trusts and affiliates ("Sharma," together with the Accel-KKR Funds and KKR-AKI, the "Investor Parties"), the Investor Parties have agreed to certain voting arrangements, and therefore the Reporting Persons may be deemed to be part of a "group" pursuant to Rule 13d-3(a) with the Sharma Investors. Such "group" would be deemed to beneficially own an aggregate of 82,958,062 Class A Shares or 66.00% of the Issuer's outstanding Class A Shares calculated pursuant to Rule 13d-3(d). The Reporting Persons expressly disclaim membership in any such "group" and disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any securities that the Reporting Persons may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by Sharma.
(b)
Percent of class:
See responses to Item 11 on each cover page hereto and the information set forth in Item 4(a) above.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page hereto.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page hereto.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page hereto.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Accel-KKR Holdings GP, LLC
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
Accel-KKR Capital Partners CV III, LP
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
Accel-KKR Growth Capital Partners III, LP
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
Accel-KKR Growth Capital Partners II Strategic Fund, LP
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
Accel-KKR Growth Capital Partners II, LP
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
Accel-KKR Members Fund, LLC
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
AKKR Strategic Capital LP
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
AKKR SC GPI HoldCo LP
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds/Authorized Signatory
Date:
08/13/2025
Palumbo, Robert
Signature:
/s/ Thomas C. Barnds, as Attorney-in-Fact
Name/Title:
Robert Palumbo
Date:
08/13/2025
Barnds, Thomas
Signature:
/s/ Thomas C. Barnds
Name/Title:
Thomas C. Barnds
Date:
08/13/2025
KKR-AKI Investors L.L.C.
Signature:
/s/ Leonardo Colello
Name/Title:
Leonardo Colello/Manager
Date:
08/13/2025
Comments accompanying signature:
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 February 14, 2025 by and among Accel-KKR Holdings GP, LLC, Accel-KKR Capital Partners CV III, LP, Accel-KKR Growth Capital Partners III, LP, Accel-KKR Growth Capital Partners II Strategic Fund, LP, Accel-KKR Growth Capital Partners II, LP, Accel-KKR Members Fund, LLC, AKKR Strategic Capital LP, AKKR SC GPI HoldCo LP, Thomas C. Barnds, and Robert Palumbo (incorporated by reference to Exhibit 99.1 to the amendment filing on Schedule 13G for Paymentus Holdings, Inc. filed with the Securities and Exchange Commission on February 14, 2025).
How many Paymentus (PAY) Class A-equivalent shares do Accel-KKR reporting persons beneficially own?
The filing reports Accel-KKR reporting persons beneficially own 51,918,932 Class A-equivalent shares, representing 50.37% of Class A shares on the stated calculation.
What aggregate ownership do individuals Robert Palumbo and Thomas Barnds report in this filing?
Robert Palumbo and Thomas C. Barnds are reported with an aggregate of 56,086,175 Class A-equivalent shares, representing 54.42% as stated in the filing.
Does the filing disclose any voting proxy or special voting arrangements?
Yes. KKR-AKI Investors L.L.C. holds 1,235,860 Class B shares for which UGP holds a voting proxy and attorney-in-fact under a Distribution and Voting Agreement, allowing UGP to vote those shares as described.
What conversion mechanics affect the reported share counts?
The reported amounts include Class A shares currently outstanding plus Class A shares issuable upon conversion of Class B shares; the filing cites 57,716,894 Class A shares issuable upon conversion of Class B shares beneficially owned by reporting persons.
Is there any statement about a broader Stockholders Agreement that could change group ownership?
The filing references a Stockholders Agreement with the Sharma investors that, if aggregated for group purposes, would equal 82,958,062 Class A Shares (66.00%), but the Reporting Persons expressly disclaim membership in that group.
