Form 4: Accel-KKR Funds Distribute Paymentus Class B Shares to Partners in Internal Restructuring

Accel-KKR entities, including Accel-KKR Holdings GP, LLC, reported an in-kind pro rata distribution of Paymentus Holdings, Inc. Class B Common Stock to their partners, effective June 2, 2025.

Summary

• Accel-KKR Holdings GP, LLC, a director and 10% owner of Paymentus Holdings, Inc. (PAY), along with several affiliated Accel-KKR funds, reported changes in their beneficial ownership of Paymentus Class B Common Stock.
• The reported transaction, dated June 2, 2025, was an 'in-kind pro rata distribution' of Class B Common Stock from the reporting persons to their respective partners, conducted without consideration.
• Accel-KKR Capital Partners CV III, LP disposed of 3,602,968 Class B shares, retaining 43,013,093 shares following the distribution.
• Accel-KKR Members Fund, LLC disposed of 180,352 Class B shares, retaining 2,265,518 shares.
• Accel-KKR Growth Capital Partners III, LP disposed of 151,676 Class B shares, retaining 1,810,743 shares.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP disposed of 5,084 Class B shares, retaining 60,688 shares.
• Accel-KKR Growth Capital Partners II, LP disposed of 59,920 Class B shares, retaining 715,345 shares.
• AKKR Strategic Capital LP now beneficially owns 3,455,193 Class B shares, including 321,167 shares received from other reporting persons in this distribution.
• AKKR SC GPI HoldCo LP now beneficially owns 440,351 Class B shares, including 64,539 shares received from other reporting persons in this distribution.
• Class B Common Stock is convertible at any time, at the holder's election, into an equal number of shares of Class A Common Stock and has no expiration date.
• Accel-KKR Holdings GP, LLC (Topco GP), 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 within Accel-KKR's funds, which is a neutral event for Paymentus Holdings, Inc. itself. It does not indicate positive or negative performance or operational changes for the company.

Management Comments

• Thomas C. Barnds signed the filing as an authorized signatory for Accel-KKR Holdings GP, LLC and the other Accel-KKR reporting entities.
• It is noted that Accel-KKR Holdings GP, LLC's decision-making is controlled by Mr. Palumbo and Mr. Barnds, who also have separately filed Form 4s reporting their interests.

Industry Context

This filing represents a routine internal restructuring of beneficial ownership within a private equity firm's portfolio holdings. Such distributions are common for private equity funds as they manage their investments and distribute assets to their limited partners, and do not typically reflect broader industry trends or competitive dynamics for the underlying company.

Related Party Transactions

• The reported transaction is an 'in-kind pro rata distribution' of shares from Accel-KKR funds to their partners, which constitutes a related party transaction as it involves entities and individuals with common control and interests.

Stakeholder Impact

• Shareholders: The beneficial ownership structure of Paymentus shares held by Accel-KKR and its partners has been adjusted. This is an internal fund distribution and does not directly impact the public float or trading dynamics of Paymentus's Class A shares unless the recipients subsequently sell their distributed shares.
• Accel-KKR Partners: These stakeholders directly receive shares of Paymentus Class B Common Stock as part of the distribution, representing a return of capital or a distribution of assets from the funds.

Next Steps

• Mr. Palumbo and Mr. Barnds have separately filed Form 4s reporting their interests, which may provide additional details on the ultimate beneficial ownership.

Key Dates

Keywords

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