Form 4: Accel-KKR Funds Distribute Paymentus Holdings Class B Shares to Partners, Reshaping Insider Ownership Structure

Robert Palumbo, a Director and 10% owner of Paymentus Holdings, Inc., reported an in-kind pro rata distribution of Class B Common Stock from various Accel-KKR funds to their partners, altering his beneficial ownership structure.

Summary

• Robert Palumbo, a Director and 10% owner of Paymentus Holdings, Inc. (PAY), filed a Form 4 detailing changes in his beneficial ownership of the company's Class B Common Stock.
• The reported transactions, occurring on June 10, 2025, were in-kind pro rata distributions from several Accel-KKR investment funds to their respective partners, without consideration.
• Specifically, 3,602,968 shares were distributed from Accel-KKR Capital Partners CV III, LP; 180,352 shares from Accel-KKR Members Fund, LLC; 151,676 shares from Accel-KKR Growth Capital Partners III, LP; 5,084 shares from Accel-KKR Growth Capital Partners II Strategic Fund, LP; and 59,920 shares from Accel-KKR Growth Capital Partners II, LP.
• These distributions resulted in a reallocation of beneficial ownership for Mr. Palumbo, with some shares previously held indirectly through these funds now being held directly or through other controlled entities.
• Following these transactions, Mr. Palumbo's total beneficial ownership of Class B Common Stock, including direct and various indirect holdings, amounts to 52,313,791 shares.
• The Class B Common Stock is convertible at any time into an equal number of shares 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 shares held by the various Accel-KKR entities mentioned.

Sentiment

Score: 5

Explanation: This Form 4 reports an in-kind pro rata distribution of shares, which is a change in beneficial ownership structure rather than a market transaction indicating positive or negative sentiment. It is a neutral, factual disclosure.

Future Outlook

NA

Industry Context

This Form 4 filing is a routine disclosure of an insider's change in beneficial ownership, specifically an in-kind distribution from investment funds. It does not provide broader industry context or trends for the financial technology or payments sector.

Related Party Transactions

• The reported transactions involve in-kind pro rata distributions from Accel-KKR funds to their partners, which are considered related party dealings as the reporting person, Robert Palumbo, is a director and 10% owner of Paymentus Holdings and controls the general partner of the Accel-KKR entities.

Stakeholder Impact

• Shareholders: The transaction represents a reallocation of beneficial ownership among existing stakeholders (Accel-KKR funds and their partners), rather than a change in the total outstanding shares or a market sale/purchase. It primarily affects the specific ownership structure of the reporting person and associated entities.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Paymentus Holdings, PAY, Robert Palumbo, Accel-KKR, SEC Form 4, beneficial ownership, insider transaction, stock distribution, Class B Common Stock, corporate governance