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

Accel-KKR entities, including Accel-KKR Capital Partners CV III, LP, distributed Class B Common Stock of Paymentus Holdings, Inc. to their partners without consideration.

Summary

• Accel-KKR Holdings GP, LLC, a director and 10% owner of Paymentus Holdings, Inc., along with several affiliated funds, reported an in-kind pro rata distribution of Class B Common Stock to their respective partners.
• The distributions occurred on September 10, 2025, and involved no consideration.
• Specific Accel-KKR entities disposed of a total of 3,999,999 Class B Common Stock shares through these distributions.
• Following the distributions, 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, and Accel-KKR Growth Capital Partners II, LP owns 415,745 shares.
• AKKR Strategic Capital LP and AKKR SC GPI HoldCo LP received 321,217 and 64,304 shares, respectively, from other reporting persons in the distribution, and now beneficially own 5,061,257 and 761,685 shares, respectively.
• Class B Common Stock is convertible into an equal number of Class A Common Stock shares at any time, with no expiration date.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of ownership by a significant shareholder (Accel-KKR) through an in-kind distribution to its partners. This is a neutral event for Paymentus Holdings, Inc.'s operational performance and does not imply a change in investment thesis or confidence in the company, as it is not a market sale.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or operations.

Industry Context

This filing details an internal restructuring of ownership within the Accel-KKR investment group, a common occurrence for private equity firms managing their portfolio company stakes. It does not reflect broader industry trends or competitive dynamics for Paymentus Holdings, Inc.

Related Party Transactions

• The reported transactions involve in-kind pro rata distributions of Paymentus Holdings, Inc. Class B Common Stock from various Accel-KKR entities to their respective partners, without consideration. This represents an internal transfer of ownership within the Accel-KKR investment structure.

Stakeholder Impact

• Shareholders of Paymentus Holdings, Inc. will see a change in the direct beneficial owners of a portion of the Class B Common Stock, as the shares are distributed from Accel-KKR funds to their underlying partners. This primarily impacts the ownership structure within the Accel-KKR group rather than the broader public shareholder base or company operations.

Key Dates

Keywords

Paymentus Holdings, PAY, Accel-KKR, Form 4, Beneficial Ownership, Insider Transaction, Class B Common Stock, Distribution, Private Equity