Form 4: Accel-KKR Entities Announce Internal Redistribution of Paymentus Holdings Shares

Accel-KKR Holdings GP, LLC and affiliated funds reported an in-kind pro rata distribution of Paymentus Holdings Class B Common Stock to their partners, reflecting an internal restructuring of beneficial ownership.

Summary

• Accel-KKR Holdings GP, LLC, a director and 10% owner of Paymentus Holdings, Inc. (PAY), along with several affiliated Accel-KKR funds, filed a Form 4 reporting changes in beneficial ownership.
• The reported transactions, dated May 21, 2025, involved an 'in-kind pro rata distribution' of Class B Common Stock from certain Accel-KKR entities to their respective partners, without consideration.
• Accel-KKR Capital Partners CV III, LP disposed of 3,602,968 shares of Class B Common Stock, now indirectly owning 46,616,061 shares.
• Accel-KKR Members Fund, LLC disposed of 180,352 shares of Class B Common Stock, now indirectly owning 2,445,870 shares.
• Accel-KKR Growth Capital Partners III, LP disposed of 151,676 shares of Class B Common Stock, now indirectly owning 1,962,419 shares.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP disposed of 5,084 shares of Class B Common Stock, now indirectly owning 65,772 shares.
• Accel-KKR Growth Capital Partners II, LP disposed of 59,920 shares of Class B Common Stock, now indirectly owning 775,265 shares.
• AKKR Strategic Capital LP now indirectly owns 3,134,026 shares of Class B Common Stock, including 321,167 shares received from other reporting persons in the distribution.
• AKKR SC GPI HoldCo LP now indirectly owns 375,812 shares of Class B Common Stock, including 64,542 shares received from other reporting persons in the distribution.
• Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.
• Accel-KKR Holdings GP, LLC, controlled by Mr. Palumbo and Mr. Barnds, maintains voting and investment power over the shares held by the various Accel-KKR funds.

Sentiment

Score: 5

Explanation: The document reports an internal restructuring of beneficial ownership among related Accel-KKR entities, which is a neutral event for Paymentus Holdings' operational or financial performance. It is not a market sale or purchase.

Management Comments

• "In-kind pro rata distribution from the Reporting Person to its partners, without consideration."
• "Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein."
• "Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests."

Industry Context

This filing represents an internal restructuring of ownership within a major private equity firm's portfolio, rather than a market transaction. It highlights the ongoing management of investments by large institutional shareholders like Accel-KKR, which is a common practice in the private equity industry as funds mature or reallocate assets among their limited partners.

Related Party Transactions

• The reported transactions involve an 'in-kind pro rata distribution' of Paymentus Holdings shares from various Accel-KKR funds to their respective partners. This constitutes an internal transfer of beneficial ownership among entities under the common control or influence of Accel-KKR Holdings GP, LLC, and its principals, Mr. Palumbo and Mr. Barnds.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is an internal redistribution of shares within a major institutional investor group, not a market sale or purchase that would affect liquidity or price directly.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders as the filing pertains solely to beneficial ownership changes within a major investor's portfolio.

Key Dates

Keywords

SEC Form 4, Beneficial Ownership, Insider Trading, Paymentus Holdings, PAY, Accel-KKR, Equity Distribution, Class B Common Stock, Institutional Investor