PAY Schedule 13G/A: Sharma discloses 22.7M shares, options and convertibles

Rhea-AI Filing Summary

Dushyant Sharma reports beneficial ownership of 22,704,644 shares of Paymentus (PAY), representing 33.4% of the Class A common stock on a fully-diluted basis as calculated in the filing. The aggregate includes 68,750 Class A shares underlying restricted stock units expected to vest within 60 days, 1 Class A share held by Ashigrace LLC, 17,549,795 Class B shares held by Ashigrace and 3,304,870 stock options held by Ashigrace exercisable within 60 days.

The filing discloses additional shared voting and dispositive power from the Ruma Sharma Trust (1,152,560 Class B shares) and four Sharma Family Trusts (each holding 157,167 Class B shares). The reported percentage is based on 45,348,953 Class A shares outstanding as of July 31, 2025, plus 19,331,023 shares issuable on conversion of Class B shares and 3,304,870 issuable upon exercise of options. The filing also notes a Stockholders Agreement involving AKKR Funds and KKR-AKI and states that, if treated as a group under Rule 13d-3, the Investor Parties would beneficially own 82,958,062 shares (66.0%), though Mr. Sharma disclaims membership in that group and disclaims beneficial ownership of shares held by the Sharma Family Trusts.

Positive

• Full, itemized disclosure of beneficial ownership totaling 22,704,644 shares and the components used to calculate the ownership percentage
• Near-term vesting and exercisable instruments are identified, including 68,750 RSU-derived Class A shares and 3,304,870 options exercisable within 60 days, improving transparency
• Filing cites the exact basis for the percentage calculation (45,348,953 Class A outstanding; 19,331,023 issuable on conversion; 3,304,870 issuable on exercise)

Negative

• Filing discloses that a Stockholders Agreement could create a putative group that would beneficially own 82,958,062 shares (66.0%), though Mr. Sharma disclaims group membership
• Significant number of shares are issuable upon conversion or exercise (19,331,023 convertible Class B shares and 3,304,870 option shares included in the calculation), which materially affects the fully-diluted ownership picture

Insights

Financial Analyst

TL;DR: Large, clearly disclosed ownership stake (33.4%) with convertible Class B shares and exercisable options concentrated among related entities.

The filing provides a detailed ownership breakdown showing Mr. Sharma's beneficial ownership totals 22,704,644 shares (33.4%). Key components include vested and near-vesting instruments: 68,750 RSU-derived Class A shares and 3,304,870 options exercisable within 60 days (held by Ashigrace), plus substantial Class B holdings convertible into Class A. The report cites the basis for the percentage calculation (45,348,953 Class A outstanding as of July 31, 2025, plus 19,331,023 convertibles and 3,304,870 option shares), which is important for assessing dilution and control. This is a material disclosure for investor ownership and governance analysis.

Corporate Governance Expert

TL;DR: Detailed disclosure highlights governance implications: Stockholders Agreement and potential group control are disclosed, but Sharma disclaims group membership.

The Schedule 13G/A discloses the Stockholders Agreement that coordinates voting among the Investor Parties and states that, if aggregated under Rule 13d-3, the group would beneficially own 82,958,062 shares (66.0%) of Class A on a specified basis. The filing also clarifies trustee roles and disclaimers of beneficial ownership with respect to the Sharma Family Trusts. These items are material to board composition and voting control considerations and should be reviewed by investors and governance analysts for potential influence on corporate decision-making.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Paymentus Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(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

Dushyant Sharma

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 20,923,416.00
6	Shared Voting Power 1,781,228.00
7	Sole Dispositive Power 20,923,416.00
8	Shared Dispositive Power 1,781,228.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,704,644.00

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)

33.4 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The reported sole voting power and sole dispositive power represents (i) 68,750 shares of Class A common stock underlying restricted stock units held directly by Mr. Sharma and expected to vest within 60 days of the date of this filing; (ii) 1 share of Class A common stock held directly by Ashigrace LLC ("Ashigrace"); (iii) 17,549,795 shares of Class B common stock held directly by Ashigrace; and (iv) 3,304,870 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing. Shares of Class B common stock are 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. The reported shared voting power and shared dispositive power represents (i) 1,152,560 shares of Class B common stock held directly by The Ruma Sharma Family Trust dated December 3, 2018 (the "Ruma Sharma Trust"); (ii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust A dated March 30, 2021 ("Trust A"); (iii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust B dated March 30, 2021 ("Trust B"); (iv) 157,167 shares of Class B common stock held directly by The Sharma Family Trust C dated March 30, 2021 ("Trust C"); and (v) 157,167 shares of Class B common stock held directly by The Sharma Family Trust D dated March 30, 2021 ("Trust D," and, collectively with Trust A, Trust B and Trust C, the "Sharma Family Trusts"). Shares of Class B common stock are 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. Mr. Sharma serves as the trustee for the Ruma Sharma Trust, and Mr. Sharma's spouse serves as the trustee for the Sharma Family Trusts. The reported aggregate amount beneficially owned by the reporting person includes (i) 68,750 shares of Class A common stock underlying restricted stock units held directly by Mr. Sharma and expected to vest within 60 days of the date of this filing; (ii) 1 share of Class A common stock held directly by Ashigrace; (iii) 17,549,795 shares of Class B common stock held directly by Ashigrace; (iv) 3,304,870 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing; (v) 1,152,560 shares of Class B common stock held directly by the Ruma Sharma Trust; (vi) 157,167 shares of Class B common stock held directly by Trust A; (vii) 157,167 shares of Class B common stock held directly by Trust B; (viii) 157,167 shares of Class B common stock held directly by Trust C; and (ix) 157,167 shares of Class B common stock held directly by Trust D. Mr. Sharma disclaims beneficial ownership of the shares held by the Sharma Family Trusts. The reported percentage is calculated based on (i) 45,348,953 shares of Class A common stock outstanding as of July 31, 2025, as reported on the Issuer's 10-Q filed August 5, 2025; (ii) 19,331,023 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock; and (iii) 3,304,870 shares of Class A common stock issuable upon exercise and conversion by Ashigrace of stock options to purchase shares of Class B common stock.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Paymentus Holdings, Inc.
(b)	Address of issuer's principal executive offices: 11605 N. Community House Rd., Suite 300, Charlotte, NC 28277
Item 2.
(a)	Name of person filing: Dushyant Sharma
(b)	Address or principal business office or, if none, residence: c/o Paymentus Holdings, Inc. 11605 N. Community House Rd., Suite 300 Charlotte, NC 28277
(c)	Citizenship: See response to Item 4 on the cover page.
(d)	Title of class of securities: Class A Common Stock
(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 response to Item 9 on the cover page.
(b)	Percent of class: See response to Item 11 on the cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page. Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by Ashigrace. Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Issuer's Form 8-K filed May 28, 2021 (the "Agreement"), among (i) the Issuer, (ii) Accel-KKR Capital Partners CV III, LP ("CV III"), (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP ("GC II Strategic"), (iv) Accel-KKR Growth Capital Partners II, LP ("GC II"), (v) Accel-KKR Growth Capital Partners III, LP ("GC III"), (vi) Accel-KKR Members Fund, LLC ("Members Fund" and, collectively, with CV III, GC II Strategic, GC II and GC II, the "AKKR Funds"), (vii) KKR-AKI Investors, LLC ("KKR-AKI"), (viii) the Reporting Person, (ix) Ashigrace, (x) Trust A, (xi) Trust B, (xii) Trust C, (xiii) Trust D, (xiv) The Ruma Sharma Trust (together with the Reporting Person, Ashigrace, Trust A, Trust B, Trust C and Trust D, the "Sharma Investors" and collectively together with the AKKR Funds and KKR-AKI, the "Investor Parties"), each of the Investor Parties has agreed to certain arrangements, as described under Section 2(a) and Section 2(d) of the Agreement, including to vote all of the shares of Class A common stock and Class B common stock beneficially owned by such Investor Party, and to procure the vote of its affiliates, to cause the election of certain persons to the Issuer's board of directors. As party to the Agreement, the Reporting Person may be deemed to be a part of a "group" pursuant to Rule 13d-3(a) with the AKKR Funds and KKR-AKI. Such "group" would be deemed to beneficially own 2,605,275 shares of Class A common stock and 80,352,787 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock and shares of Class B common stock issuable upon exercise of outstanding options exercisable within 60 days of the date of this filing, for an aggregate of 82,958,062 shares of Class A common stock or 66.0% of the Issuer's outstanding Class A common stock calculated pursuant to Rule 13d-3(d). The number of shares of Class B common stock beneficially owned by such "group" also includes (i) 4,167,243 shares held by Thomas Barnds and 4,167,243 shares held by Robert Palumbo, a director of Paymentus Holdings, Inc., each of whom may be deemed to have shared voting and dispositive power over the shares held by the AKKR Funds, which are parties to the Agreement, (ii) 3,776,390 shares held by AKKR Strategic Capital LP ("SC") and (iii) 504,771 shares held by AKKR SC GPI HoldCo LP ("SC GPI"). Each of Robert Palumbo and Thomas Barnds may be deemed to have shared voting and dispositive power over the shares held by SC and SC GPI. The Reporting Person expressly disclaims membership in any such "group" and disclaims beneficial ownership of, and the responses to Items 5 through 9 of the cover page to this Schedule 13G do not reflect, any securities that the Reporting Person may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by the AKKR Funds.
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.

Dushyant Sharma

Signature:	/s/ Dushyant Sharma
Name/Title:	Individual
Date:	08/13/2025

FAQ

How many Paymentus (PAY) shares does Dushyant Sharma beneficially own?

The filing reports beneficial ownership of 22,704,644 shares, representing 33.4% of the Class A common stock on the reported basis.

What components make up Mr. Sharma's reported ownership in PAY?

The aggregate includes 68,750 Class A shares underlying RSUs expected to vest within 60 days, 17,549,795 Class B shares held by Ashigrace, 3,304,870 exercisable options, trust-held Class B shares, and a single Class A share held by Ashigrace.

Does the filing disclose any voting arrangements affecting control of Paymentus?

Yes. The filing references a Stockholders Agreement among the Investor Parties that coordinates voting to cause the election of certain directors.

Could the Investor Parties control a majority of Paymentus shares?

The filing states that, if aggregated as a group under Rule 13d-3, the Investor Parties would beneficially own 82,958,062 shares (or 66.0%) of Class A on the stated basis; Mr. Sharma disclaims membership in that group.

What dates and timeframes are relevant in this Schedule 13G/A filing for PAY?

The event date requiring this filing is 06/30/2025, and the percentage calculation cites Class A shares outstanding as of July 31, 2025. The signature date on the filing is 08/13/2025.