Form 4: Accel-KKR Distributes Paymentus Shares to Partners

Accel-KKR Holdings GP, LLC reported an in-kind pro rata distribution of 1,000,000 Class B Common Stock shares of Paymentus Holdings, Inc. to its partners without consideration.

Summary

• Accel-KKR Holdings GP, LLC, a 10% owner and director of Paymentus Holdings, Inc. (PAY), reported a disposition of 1,000,000 shares of Class B Common Stock.
• This disposition was an in-kind pro rata distribution to its partners, occurring without any monetary consideration.
• The transaction date for this distribution was November 19, 2025.
• Following this distribution, Accel-KKR Holdings GP, LLC indirectly beneficially owns 4,364,707 shares of Class B Common Stock through AKKR Strategic Capital LP.
• The broader Accel-KKR group, including various affiliated funds, collectively beneficially owns approximately 29,050,856 shares of Class B Common Stock in Paymentus Holdings, Inc. after this transaction.
• Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock and has no expiration date.
• Accel-KKR Holdings GP, LLC maintains voting and investment power over the shares held by its affiliated funds.

Sentiment

Score: 5

Explanation: The filing reports an internal distribution of shares by a major shareholder, Accel-KKR, to its partners. This is a neutral event for Paymentus Holdings, Inc. as it does not involve a market sale or purchase, nor does it reflect on the company's operational performance or financial health.

Positives

• The disposition was an internal, in-kind pro rata distribution to partners, not a sale on the open market, thus avoiding direct downward pressure on Paymentus Holdings, Inc.'s stock price.
• Accel-KKR Holdings GP, LLC retains significant indirect beneficial ownership and control over the shares held by its affiliated funds, indicating continued strategic interest in Paymentus Holdings, Inc.

Negatives

• No direct negative impacts on Paymentus Holdings, Inc. or its public shareholders are immediately apparent from this internal distribution.

Related Party Transactions

• An in-kind pro rata distribution of 1,000,000 Class B Common Stock shares from Accel-KKR Holdings GP, LLC to its partners, without consideration. This constitutes a transaction between related entities within the Accel-KKR group.

Stakeholder Impact

• Shareholders: No immediate direct impact on the public float or share price as the transaction was an internal distribution, not a market sale. The overall beneficial ownership and control by the Accel-KKR group over Paymentus Holdings, Inc. shares remain substantial.
• Company: No direct operational or financial impact from this ownership restructuring.

Key Dates

Recommendation

This Form 4 reports an internal distribution of shares by a significant institutional shareholder, Accel-KKR, to its partners. This is not a market sale and does not reflect a change in Accel-KKR's overall strategic interest or control over Paymentus Holdings, Inc. As such, it provides no new fundamental information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Paymentus Holdings, PAY, Accel-KKR, Form 4, beneficial ownership, insider transaction, Class B Common Stock, distribution, private equity