SCHEDULE: Accel-KKR Group Boosts Paymentus Holdings Stake

Accel-KKR and affiliated entities, along with key individuals, have updated their significant beneficial ownership in Paymentus Holdings, Inc., collectively holding over 50% of the company's common stock.

Summary

• Accel-KKR Holdings GP, LLC, along with several affiliated funds and individuals Robert Palumbo and Thomas C. Barnds, filed an Amendment No. 6 to their Schedule 13G for Paymentus Holdings, Inc.
• The filing details the beneficial ownership of Common Stock, par value $0.0001, identified by CUSIP 70439P108.
• Accel-KKR Holdings GP, LLC beneficially owns 51,918,932 shares, representing 50.37% of the class.
• Robert Palumbo and Thomas C. Barnds each beneficially own 56,086,175 shares, representing 54.42% of the class, due to shared voting and dispositive power over the Accel-KKR Funds' holdings and their direct holdings.
• The reported securities include both Class A Common Stock and Class A Common Stock issuable upon conversion of Class B Common Stock.
• The percentage of class is calculated based on 45,348,953 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's 10-Q filed August 5, 2025, increased by 57,716,894 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of Proxy Shares).
• KKR-AKI Investors L.L.C. holds 1,235,860 Class B Shares, with voting proxy granted to AKKR Management Company, LLC (UGP) under a February 13, 2012 Distribution and Voting Agreement.
• A Stockholders Agreement dated May 24, 2021, involves the Issuer, Accel-KKR Funds, KKR-AKI, and Dushyant Sharma and affiliates, outlining certain voting arrangements. The Reporting Persons disclaim membership in any group formed by this agreement and beneficial ownership solely due to it.

Sentiment

Score: 7

Explanation: The filing indicates a stable and significant beneficial ownership by a major private equity group and key individuals, suggesting strong long-term commitment and control. While not a performance report, such concentrated and stable ownership can be viewed positively for corporate stability and strategic alignment.

Positives

• Significant and stable beneficial ownership by a major private equity firm (Accel-KKR) and key individuals (Palumbo, Barnds) indicates strong alignment and long-term commitment to Paymentus Holdings, Inc.
• The substantial percentage of ownership (over 50% for the Accel-KKR group and over 54% for Palumbo and Barnds) suggests a controlling interest, which can provide stability and clear strategic direction.

Negatives

• No specific negative financial or operational details are disclosed in this beneficial ownership filing.

Risks

• Concentrated ownership by Accel-KKR and related individuals means that their strategic decisions could significantly impact the company's direction and minority shareholder interests.
• The existence of a Stockholders Agreement with voting arrangements, while disclaimed by the reporting persons as forming a 'group' for beneficial ownership purposes, indicates complex control dynamics that could influence corporate governance.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Industry Context

This filing reflects the continued significant investment and control by Accel-KKR, a prominent private equity firm, in Paymentus Holdings, Inc., a company operating in the bill payment technology sector. Such substantial institutional backing is common in growth-oriented technology companies and can signal confidence in the company's market position and future prospects within the competitive fintech landscape.

Corporate Governance

Related Party Transactions

• The Distribution and Voting Agreement dated February 13, 2012, between KKR-AKI Investors L.L.C. and AKKR Management Company, LLC (UGP), where UGP is granted a proxy to vote KKR-AKI's Class B shares, represents a related party arrangement due to the common control structure within the Accel-KKR ecosystem.
• The Stockholders Agreement dated May 24, 2021, involving the Issuer, Accel-KKR Funds, KKR-AKI, and Dushyant Sharma and his related trusts and affiliates, outlines voting arrangements among these parties, who are considered related due to their significant ownership and historical investment in the company.

Stakeholder Impact

• Shareholders: The high concentration of ownership by Accel-KKR and its principals means that their strategic decisions will heavily influence the company's direction, potentially impacting minority shareholder value and corporate governance practices.
• Management: The strong control by the Accel-KKR group implies close oversight and alignment with the strategic objectives set by the controlling shareholders.

Key Dates

Keywords

Paymentus Holdings, Accel-KKR, Beneficial Ownership, Schedule 13G, Common Stock, Class A Shares, Class B Shares, Institutional Ownership, Private Equity, Corporate Governance