Form 4: Accel-KKR Entities Realign Paymentus Holdings Ownership Through Internal Share Distribution

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

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 statement.
• The filing reports an in-kind pro rata distribution of Class B Common Stock from several Accel-KKR entities to their respective partners, without consideration, on June 10, 2025.
• Entities disposing of shares include Accel-KKR Capital Partners CV III, LP (3,602,968 Class B shares), Accel-KKR Members Fund, LLC (180,352 Class B shares), Accel-KKR Growth Capital Partners III, LP (151,676 Class B shares), Accel-KKR Growth Capital Partners II Strategic Fund, LP (5,084 Class B shares), and Accel-KKR Growth Capital Partners II, LP (59,920 Class B shares).
• Following these distributions, Accel-KKR Capital Partners CV III, LP indirectly beneficially owns 39,410,125 Class A Common Stock, Accel-KKR Members Fund, LLC owns 2,085,166 Class A, Accel-KKR Growth Capital Partners III, LP owns 1,659,067 Class A, Accel-KKR Growth Capital Partners II Strategic Fund, LP owns 55,604 Class A, and Accel-KKR Growth Capital Partners II, LP owns 655,425 Class A.
• AKKR Strategic Capital LP now indirectly owns 3,776,390 Class A Common Stock, including 321,197 shares received from other reporting persons in the distribution.
• AKKR SC GPI HoldCo LP now indirectly owns 504,771 Class A Common Stock, including 64,420 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 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 is a routine regulatory filing detailing an internal ownership restructuring by a major shareholder. It contains no positive or negative financial news or operational updates for the issuer, Paymentus Holdings, Inc., thus indicating a neutral sentiment.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Paymentus Holdings' future performance or strategic direction.

Management Comments

• "Class B Common Stock is 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 and has no expiration date."
• "In-kind pro rata distribution from the Reporting Person to its partners, without consideration."
• "Accel-KKR Holdings GP, LLC, or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP; (ii) Accel-KKR Growth Capital Partners III, LP; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP; (iv) Accel-KKR Growth Capital Partners II, LP; (v) Accel-KKR Members Fund, LLC; (vi) AKKR Strategic Capital LP; and (vii) AKKR SC GPI HoldCo LP."
• "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 Form 4 filing reflects an internal restructuring of ownership within a major private equity firm's investment in a publicly traded company. It is a routine disclosure for significant shareholders and does not directly indicate broader industry trends or competitive shifts in the payment processing sector.

Corporate Governance

Related Party Transactions

• The document details an in-kind pro rata distribution of Class B Common Stock from several Accel-KKR entities to their partners, and the subsequent receipt of shares by other Accel-KKR entities (AKKR Strategic Capital LP and AKKR SC GPI HoldCo LP) as part of this internal restructuring. This constitutes a transaction among related parties within the Accel-KKR investment structure.

Stakeholder Impact

• Shareholders: The internal distribution by Accel-KKR does not directly impact the outstanding shares or market capitalization of Paymentus Holdings. It primarily reallocates beneficial ownership within a major shareholder group, providing transparency on their holdings.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated for these stakeholders as the filing pertains solely to ownership structure changes of a major investor, not operational or financial changes of Paymentus Holdings.

Key Dates

Keywords

Paymentus Holdings, PAY, Accel-KKR, SEC Form 4, Beneficial Ownership, Share Distribution, Insider Trading, Private Equity, Corporate Governance, Class B Common Stock, Class A Common Stock