Form 4: Accel-KKR Restructures Paymentus Holdings Ownership

Robert Palumbo and Accel-KKR entities reported an internal, in-kind distribution of Paymentus Holdings Class B Common Stock among their partners.

Summary

• Robert Palumbo, a Director and 10% Owner of Paymentus Holdings, Inc. (PAY), reported an in-kind pro rata distribution of Class B Common Stock.
• The distribution occurred from various Accel-KKR entities to their partners, without consideration, on September 3, 2025.
• 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 Capital Partners CV III, LP disposed of 3,602,968 Class B shares, now indirectly owning 28,601,221 shares.
• Accel-KKR Members Fund, LLC disposed of 180,352 Class B shares, now indirectly owning 1,544,110 shares.
• Accel-KKR Growth Capital Partners III, LP disposed of 151,676 Class B shares, now indirectly owning 1,204,039 shares.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP disposed of 5,084 Class B shares, now indirectly owning 40,352 shares.
• Accel-KKR Growth Capital Partners II, LP disposed of 59,920 Class B shares, now indirectly owning 475,665 shares.
• AKKR Strategic Capital LP now indirectly owns 4,740,040 Class B shares, including 321,191 shares received in the distribution.
• AKKR SC GPI HoldCo LP now indirectly owns 697,381 Class B shares, including 64,229 shares received in the distribution.
• Robert Palumbo now directly owns 5,512,948 Class B shares, including 445,963 shares received in the distribution.
• The shares received by AKKR Strategic Capital LP, AKKR SC GPI HoldCo LP, and Robert Palumbo were previously reported as indirectly owned through the entities effecting the distributions, indicating a re-allocation of existing beneficial ownership.

Sentiment

Score: 5

Explanation: The filing reports a routine internal re-allocation of beneficial ownership within the Accel-KKR group, which is a neutral event for the company's operational performance or market valuation.

Future Outlook

NA

Industry Context

This filing reflects a routine internal restructuring of beneficial ownership within a private equity firm's portfolio holdings. Such distributions are common for private equity funds as they manage their investments and distribute assets to their limited partners, and do not directly indicate broader industry trends or company-specific operational performance.

Related Party Transactions

• The in-kind pro rata distribution of shares occurred between Accel-KKR entities and their partners, including Robert Palumbo, who controls these entities. This constitutes an internal related party transaction for the purpose of re-allocating beneficial ownership.

Stakeholder Impact

• Shareholders: Provides clarity on the beneficial ownership structure of a significant shareholder group, but does not directly impact the company's operations or public float.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders as the transaction is an internal ownership restructuring.

Key Dates

Recommendation

The filing details a routine internal re-allocation of shares among Accel-KKR entities and their partners, not an open market transaction. This event does not provide new information to warrant a change in investment thesis for Paymentus Holdings, Inc. A 'hold' recommendation is appropriate as the fundamental outlook remains unchanged based on this filing.

Keywords

Paymentus Holdings, PAY, Form 4, Insider Transaction, Accel-KKR, Robert Palumbo, Class B Common Stock, Equity Distribution, Corporate Governance