Form 4: Accel-KKR Entities Distribute Paymentus Holdings Shares

Accel-KKR entities have completed an in-kind pro rata distribution of Paymentus Holdings Class B Common Stock to their partners.

Summary

• Accel-KKR entities, including Accel-KKR Holdings GP, LLC, distributed shares of Paymentus Holdings, Inc. Class B Common Stock to their partners.
• The distributions were 'in-kind pro rata' and 'without consideration,' meaning no cash was exchanged.
• The transaction date for these distributions was September 3, 2025.
• Following the distributions, Accel-KKR Capital Partners CV III, LP now beneficially owns 28,601,221 shares of Class B Common Stock.
• Accel-KKR Members Fund, LLC now beneficially owns 1,544,110 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners III, LP now beneficially owns 1,204,039 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP now beneficially owns 40,352 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners II, LP now beneficially owns 475,665 shares of Class B Common Stock.
• AKKR Strategic Capital LP now beneficially owns 4,740,040 shares of Class B Common Stock, including 321,208 shares received from other reporting persons in the distribution.
• AKKR SC GPI HoldCo LP now beneficially owns 697,381 shares of Class B Common Stock, including 64,347 shares received from other reporting persons in the distribution.
• Class B Common Stock is convertible 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, retains voting and investment power over the shares owned by the various Accel-KKR funds.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of beneficial ownership by a major investor, Accel-KKR, through an in-kind distribution to its partners. This is a neutral event for Paymentus Holdings' operational performance or financial health, representing a change in the indirect ownership structure rather than a market transaction or a reflection of company performance.

Positives

• The distribution was an internal restructuring of ownership among Accel-KKR's partners, not a market sale, which typically avoids immediate downward pressure on the stock price.
• The Class B Common Stock is convertible into Class A Common Stock, providing flexibility for future liquidity.

Negatives

• No direct negatives for Paymentus Holdings, Inc. are apparent from this internal ownership restructuring.

Risks

• No specific risks to Paymentus Holdings' operations or financial health are mentioned. The filing primarily concerns changes in beneficial ownership structure.

Future Outlook

No forward-looking statements or guidance are provided.

Industry Context

This filing reflects a common practice in private equity where funds distribute shares of portfolio companies to their limited partners as part of the fund's lifecycle or investment strategy. It does not directly indicate broader industry trends for payment processing or software companies, but rather the internal management of a significant institutional investor's holdings.

Related Party Transactions

• The in-kind pro rata distribution of shares from Accel-KKR entities to their partners constitutes a related party transaction within the Accel-KKR group.

Stakeholder Impact

• Shareholders: The change in indirect beneficial ownership structure may lead to a broader distribution of shares among Accel-KKR's limited partners, potentially increasing the number of individual holders of Paymentus stock over time. However, it does not immediately impact the total outstanding shares or the company's market capitalization.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this change in beneficial ownership.

Next Steps

• Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests.

Key Dates

Keywords

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