Form 4: Accel-KKR Funds Distribute Paymentus Shares to Partners

Thomas Barnds, a Director and 10% owner of Paymentus Holdings, Inc., reported an in-kind distribution of Class B common stock from Accel-KKR funds to their partners.

Summary

• Thomas Barnds, a Director and 10% owner of Paymentus Holdings, Inc. (PAY), filed a Form 4 reporting changes in beneficial ownership related to an in-kind pro rata distribution of Class B Common Stock.
• On August 20, 2025, a total of 4,000,000 Class B Common Stock shares were distributed without consideration from several Accel-KKR funds to their partners.
• The distributing entities included 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).
• Following these distributions, various Accel-KKR entities and trusts associated with Mr. Barnds continue to hold significant beneficial ownership in Paymentus.
• Specifically, AKKR Strategic Capital LP now beneficially owns 4,097,641 shares (including 321,251 shares received in distributions), AKKR SC GPI HoldCo LP beneficially owns 568,805 shares (including 64,034 shares received), and the Barnds Living Trust beneficially owns 4,616,111 shares (including 448,911 shares received).
• Mr. Barnds directly beneficially owns 43 Class B Common Stock shares.
• Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.
• The shares received in distributions were previously reported as indirectly owned through the entities effecting such distributions, indicating a restructuring of ownership within the Accel-KKR ecosystem.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of beneficial ownership within Accel-KKR funds and their partners. This is a neutral event for Paymentus Holdings, Inc., as it does not directly impact the company's operations, financial performance, or public market dynamics.

Positives

• The transaction is an internal restructuring of ownership within the Accel-KKR funds and their partners, not a sale on the open market, which typically avoids direct downward pressure on the stock price.
• The distribution of shares to partners is a common and expected event in the lifecycle of private equity investments, signaling a stage of maturity for the investment.

Negatives

• No direct negatives for Paymentus Holdings, Inc. are identified in this filing, as the transaction primarily concerns the ownership structure of Accel-KKR's investment.

Risks

• The filing does not introduce new operational or financial risks for Paymentus Holdings, Inc. It pertains to changes in beneficial ownership structure.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding Paymentus Holdings, Inc.'s operational or financial performance.

Industry Context

This type of in-kind distribution is a common practice for private equity firms like Accel-KKR as their investments mature. It represents a stage in the fund's lifecycle where shares are transferred to limited partners, often as part of an exit strategy or to manage portfolio holdings.

Comparison to Industry Standards

• The in-kind distribution of shares by private equity funds to their limited partners is a standard practice in the private equity industry as investments mature or funds near their liquidation phase.
• This type of transaction is common for firms like Accel-KKR, which manage multiple funds and investment vehicles, and does not typically indicate a change in the underlying value or operational performance of the portfolio company, Paymentus Holdings, Inc.

Related Party Transactions

• The in-kind pro rata distribution of shares from Accel-KKR funds to their partners, including entities associated with Thomas Barnds, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: No direct impact on the public float or share price is expected, as this is an internal transfer of ownership rather than a market sale.
• Employees, customers, suppliers, creditors: No direct impact on these stakeholders is indicated by this change in beneficial ownership.

Key Dates

Recommendation

The Form 4 reports an internal distribution of shares by Accel-KKR funds to their partners, which is a routine event for private equity investments. This transaction does not reflect a change in the operational performance or strategic direction of Paymentus Holdings, Inc., nor does it represent a market sale that would directly impact the public float or share price. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Paymentus Holdings, PAY, Thomas Barnds, Accel-KKR, Form 4, beneficial ownership, stock distribution, Class B Common Stock, insider transaction, private equity