Form 4: Accel-KKR Director Barnds Reports Future Share Distribution

Thomas Barnds, a director and 10% owner of Paymentus Holdings, Inc., reported changes in his indirect beneficial ownership of Class B Common Stock effective November 17, 2025, due to an in-kind pro rata distribution among Accel-KKR entities and his living trust.

Summary

• Thomas Barnds, a Director and 10% Owner of Paymentus Holdings, Inc. (PAY), reported changes in his indirect beneficial ownership.
• The reported transaction date for the distribution is November 17, 2025.
• The nature of the transaction is an in-kind pro rata distribution of Class B Common Stock from various Accel-KKR funds to their partners, without consideration.
• Class B Common Stock is convertible at any time, at the holder's election, into an equal number of shares of Class A Common Stock and has no expiration date.
• Accel-KKR Capital Partners CV III, LP distributed 3,602,968 shares of Class B Common Stock.
• Accel-KKR Members Fund, LLC distributed 180,352 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners III, LP distributed 151,676 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP distributed 5,084 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners II, LP distributed 59,920 shares of Class B Common Stock.
• Following the distribution, Thomas Barnds' indirect beneficial ownership through various entities changed:
• Accel-KKR Capital Partners CV III, LP now indirectly owns 21,395,285 Class B shares.
• Accel-KKR Members Fund, LLC now indirectly owns 1,183,406 Class B shares.
• Accel-KKR Growth Capital Partners III, LP now indirectly owns 900,687 Class B shares.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP now indirectly owns 30,184 Class B shares.
• Accel-KKR Growth Capital Partners II, LP now indirectly owns 355,825 Class B shares.
• AKKR Strategic Capital LP now indirectly owns 5,364,707 Class B shares, including 303,450 shares received in the distribution.
• AKKR SC GPI HoldCo LP now indirectly owns 820,762 Class B shares, including 59,077 shares received in the distribution.
• The Barnds Living Trust dtd 6/23/2003 now indirectly owns 6,420,421 Class B shares, including 458,431 shares received in the distributions.
• Shares received by AKKR Strategic Capital LP, AKKR SC GPI HoldCo LP, and the Barnds Living Trust were previously reported as indirectly owned through the entities that effected the distributions.

Sentiment

Score: 5

Explanation: The filing reports a change in indirect beneficial ownership due to an internal pro rata distribution of shares among Accel-KKR entities and the reporting person's trust, which is a neutral event for the company's operational performance or immediate valuation.

Positives

• The Class B Common Stock is convertible 1:1 into Class A Common Stock, providing potential for future liquidity for the holders.

Negatives

• The distribution of shares was made without consideration, meaning no immediate cash inflow for the distributing entities.

Risks

• The complex indirect ownership structure through multiple Accel-KKR entities and a living trust may require careful tracking for transparency and understanding of ultimate control.

Future Outlook

The filing reports a planned future distribution of shares effective November 17, 2025, indicating a restructuring of indirect beneficial ownership within the Accel-KKR group and the reporting person's trust.

Industry Context

This filing reflects an internal restructuring of holdings by a private equity firm (Accel-KKR) in one of its portfolio companies, a common practice in private equity asset management, rather than a market-driven transaction.

Related Party Transactions

• The in-kind pro rata distribution of Class B Common Stock occurred among various Accel-KKR funds and the Barnds Living Trust, all of which are entities related to or controlled by the reporting person, Thomas Barnds.

Stakeholder Impact

• Shareholders: The transaction represents an internal reallocation of existing shares among existing beneficial owners and does not directly impact the company's operational performance, financial health, or the total number of shares outstanding.
• Employees, Customers, Suppliers, Creditors: No direct impact.

Next Steps

• No specific future actions or milestones are mentioned beyond the effective date of the distribution.

Key Dates

Recommendation

This Form 4 reports a future internal distribution of shares among related entities, effective November 17, 2025. It is an administrative change in indirect beneficial ownership and does not provide new information regarding Paymentus Holdings, Inc.'s operational performance, financial outlook, or strategic direction. Therefore, it does not warrant a change in investment recommendation.

Keywords

Paymentus Holdings, PAY, SEC Form 4, beneficial ownership, insider transaction, stock distribution, Accel-KKR, Class B Common Stock, Class A Common Stock