SCHEDULE: Accel-KKR, Insiders Maintain Significant Paymentus Stake

Accel-KKR entities and key individuals Robert Palumbo and Thomas Barnds report substantial beneficial ownership in Paymentus Holdings, Inc., with a combined influence exceeding 34%.

Summary

• Accel-KKR Holdings GP, LLC beneficially owns 28,186,516 shares, representing 27.44% of Paymentus Holdings, Inc. Class A Common Stock.
• Accel-KKR Capital Partners CV III, LP beneficially owns 20,038,203 shares, representing 19.50%.
• Robert Palumbo beneficially owns 35,368,145 shares, representing 34.43%.
• Thomas C. Barnds beneficially owns 35,368,143 shares, representing 34.43%.
• KKR-AKI Investors L.L.C. beneficially owns 1,235,860 shares, representing 1.20%.
• The reported percentages are calculated based on 62,725,653 Class A Shares outstanding as of February 1, 2026, plus 40,013,248 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons.
• The Accel-KKR Funds, KKR-AKI, and Dushyant Sharma (and affiliates) are party to a Stockholders Agreement, potentially forming a 'group' that would beneficially own 65,337,808 Class A Shares, or 52.09% of the Issuer's outstanding Class A Shares. The Reporting Persons expressly disclaim membership in this group for their individual reporting.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting continued strong institutional and insider commitment to Paymentus, which can provide stability and strategic direction. However, the high concentration of control could be a concern for some investors.

Positives

• Significant institutional and insider ownership by Accel-KKR and key individuals (Palumbo, Barnds) indicates strong alignment of interests with the company's long-term performance.
• The substantial stake held by Accel-KKR, a prominent private equity firm, suggests continued strategic oversight and potential for value creation.

Negatives

• The concentration of voting power among a few entities and individuals could limit the influence of other shareholders.
• The existence of Class B shares convertible into Class A shares introduces a dual-class share structure, which can sometimes be viewed negatively by governance advocates.

Risks

• Concentrated ownership by Accel-KKR and related individuals could lead to decisions that prioritize their interests over those of minority shareholders.
• The voting agreement among the 'Investor Parties' (Accel-KKR Funds, KKR-AKI, and Sharma) could create a controlling group, potentially limiting the board's independence and responsiveness to broader shareholder concerns.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that significant beneficial ownership by private equity firms like Accel-KKR is common in companies they have invested in, often indicating a continued strategic interest and potential for future corporate actions. The dual-class share structure, while providing control to founders and early investors, is a common feature in tech and growth companies, though it can sometimes draw scrutiny from governance advocates.

Comparison to Industry Standards

• The reported beneficial ownership percentages for Accel-KKR and key individuals are substantial, aligning with typical private equity firm stakes in portfolio companies post-IPO, such as Vista Equity Partners' continued significant holdings in companies like Jamf (JAMF) or Thoma Bravo's stakes in companies like SailPoint (SAIL).
• The combined potential 'group' ownership of over 52% (including Sharma) suggests a controlling interest, similar to the control structures seen in companies like Meta Platforms (META) or Alphabet (GOOGL) where founders retain significant voting power through super-voting shares, though the mechanism here is through a stockholders agreement and Class B shares.

Corporate Governance

Related Party Transactions

• The Distribution and Voting Agreement between KKR-AKI and UGP (an Accel-KKR entity) regarding voting rights for 1,235,860 Class B shares.
• The Stockholders Agreement among the Issuer, Accel-KKR Funds, KKR-AKI, and Dushyant Sharma and his related trusts and affiliates, establishing voting arrangements.

Stakeholder Impact

• Shareholders: The significant beneficial ownership by Accel-KKR and key individuals, along with the voting agreements, indicates concentrated control, potentially limiting the influence of other shareholders on corporate decisions.
• Management: The strong backing and oversight from major institutional investors like Accel-KKR can provide strategic guidance and stability.

Key Dates

Recommendation

The filing primarily details beneficial ownership, not operational performance or financial results. While significant institutional and insider ownership can be a positive signal of confidence and stability, it doesn't inherently warrant a 'buy' or 'sell' recommendation without further analysis of the company's fundamentals and market valuation. The concentrated control could be a factor for some investors, but it's a known aspect of the company's structure. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present new information that would fundamentally alter an investment thesis, but rather confirms existing ownership structures.

Keywords

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