Form 4: Accel-KKR Funds Distribute Paymentus Class B Shares

Accel-KKR entities, where Thomas Barnds has indirect beneficial ownership, conducted an in-kind pro rata distribution of Paymentus Holdings Class B Common Stock to their partners.

Summary

• Accel-KKR entities, where Thomas Barnds has indirect beneficial ownership, executed an in-kind pro rata distribution of Paymentus Holdings, Inc. Class B Common Stock to their partners on September 10, 2025.
• The distributions occurred without consideration.
• The Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.
• Entities that disposed of shares include Accel-KKR Capital Partners CV III, LP (3,602,968 shares), Accel-KKR Members Fund, LLC (180,352 shares), Accel-KKR Growth Capital Partners III, LP (151,676 shares), Accel-KKR Growth Capital Partners II Strategic Fund, LP (5,084 shares), and Accel-KKR Growth Capital Partners II, LP (59,920 shares).
• As part of these distributions, AKKR Strategic Capital LP received 321,217 shares, AKKR SC GPI HoldCo LP received 64,304 shares, and the Barnds Living Trust received 449,042 shares.
• Following these transactions, Accel-KKR Capital Partners CV III, LP beneficially owns 24,998,253 shares, Accel-KKR Members Fund, LLC owns 1,363,758 shares, Accel-KKR Growth Capital Partners III, LP owns 1,052,363 shares, Accel-KKR Growth Capital Partners II Strategic Fund, LP owns 35,268 shares, Accel-KKR Growth Capital Partners II, LP owns 415,745 shares, AKKR Strategic Capital LP owns 5,061,257 shares, AKKR SC GPI HoldCo LP owns 761,685 shares, and the Barnds Living Trust holds 5,961,990 shares.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of beneficial ownership through an in-kind distribution by Accel-KKR funds to their partners, which is a standard operational event and does not reflect a positive or negative sentiment towards the company's performance or outlook.

Industry Context

This filing reports an internal restructuring of beneficial ownership within a private equity fund's holdings, which is a common practice for funds as they manage their investments and distribute assets to their limited partners. It does not directly reflect broader industry trends or competitive positioning for Paymentus Holdings, Inc.

Related Party Transactions

• The in-kind pro rata distributions were made from Accel-KKR entities (where Thomas Barnds, a director and 10% owner, has indirect beneficial ownership and control) to their partners, including the Barnds Living Trust. These transactions are considered related party dealings due to the common control and ownership interests.

Stakeholder Impact

• Shareholders: The overall number of shares outstanding for Paymentus Holdings, Inc. is not directly impacted. The transaction primarily reallocates indirect beneficial ownership of a significant block of shares among Accel-KKR's partners.
• Reporting Person (Thomas Barnds): The transaction alters the structure of his indirect beneficial ownership, with some shares moving to his living trust as part of the fund's distribution process.

Key Dates

Keywords

Paymentus Holdings, PAY, Accel-KKR, Thomas Barnds, Form 4, Beneficial Ownership, Class B Common Stock, Class A Common Stock, In-kind distribution, Private Equity