Form 4: Accel-KKR Funds Report Future Internal Share Distribution

Accel-KKR entities, a 10% owner and director of Paymentus Holdings, Inc., filed a Form 4 detailing an upcoming internal distribution of Class B Common Stock to their partners.

Summary

• Accel-KKR Holdings GP, LLC and several affiliated funds (collectively, Accel-KKR) reported changes in their beneficial ownership of Paymentus Holdings, Inc. (PAY) Class B Common Stock.
• The transactions involve an in-kind pro rata distribution of Class B Common Stock from the Accel-KKR reporting persons to their respective partners, without consideration.
• The reported transaction date is December 10, 2025, with the filing submitted on December 12, 2025.
• Accel-KKR Capital Partners CV III, LP disposed of 3,602,968 shares, retaining 17,792,317 shares.
• Accel-KKR Members Fund, LLC disposed of 180,352 shares, retaining 1,003,054 shares.
• Accel-KKR Growth Capital Partners III, LP disposed of 151,676 shares, retaining 749,011 shares.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP disposed of 5,084 shares, retaining 25,100 shares.
• Accel-KKR Growth Capital Partners II, LP disposed of 59,920 shares, retaining 295,905 shares.
• AKKR Strategic Capital LP disposed of 1,000,000 shares, retaining 3,668,256 shares (including 303,450 shares received from other reporting persons).
• AKKR SC GPI HoldCo LP acquired 880,489 shares, retaining 880,489 shares (including 59,077 shares received from other reporting persons).
• Class B Common Stock is convertible into an equal number of Class A Common Stock shares and has no expiration date.
• Accel-KKR Holdings GP, LLC (Topco GP), controlled by Mr. Palumbo and Mr. Barnds, holds voting and investment power over the shares owned by the various Accel-KKR funds.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports an internal ownership transfer by a major shareholder, not a market transaction or a reflection of the company's performance. The future date of the transaction is unusual but does not inherently imply positive or negative sentiment for the issuer.

Risks

• The filing reports a transaction date of December 10, 2025, which is in the future. This unusual timing for a Form 4, typically reporting past events, could indicate a pre-planned future distribution or a clerical error in the date.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding Paymentus Holdings, Inc.'s operational or financial performance. It solely details a future internal ownership change by a significant shareholder.

Management Comments

• Accel-KKR Holdings GP, LLC, or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by the various Accel-KKR funds.
• Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein.

Industry Context

This filing is specific to an internal ownership restructuring within the Accel-KKR investment group, a significant shareholder in Paymentus Holdings, Inc. It does not directly reflect broader industry trends or competitive dynamics for Paymentus, which operates in the electronic bill payment and presentment industry.

Related Party Transactions

• The reported transactions are in-kind pro rata distributions from Accel-KKR entities to their respective partners, which are internal dealings within the Accel-KKR group.

Stakeholder Impact

• Shareholders of Paymentus Holdings, Inc. may observe a shift in the indirect beneficial ownership structure of a significant block of Class B Common Stock, but this internal distribution is not expected to directly impact the company's operations or market valuation in the short term.
• The partners of the Accel-KKR funds will directly receive shares of Paymentus Class B Common Stock as part of the distribution.

Key Dates

Keywords

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