Form 4: Paymentus Director Barnds Shifts 1M Shares to Direct Ownership

Paymentus Holdings Director Thomas Barnds reported an in-kind pro rata distribution of 1 million Class B shares from Accel-KKR entities to his direct beneficial ownership.

Summary

• Thomas Barnds, a Director and 10% Owner of Paymentus Holdings, Inc. (PAY), reported a change in beneficial ownership via an SEC Form 4.
• The transaction, dated 11/19/2025, involved an in-kind pro rata distribution of 1,000,000 shares of Class B Common Stock from Accel-KKR entities to the Reporting Person (or his trust) without consideration.
• Class B Common Stock is convertible at any time into an equal number of Class A Common Stock shares and has no expiration date.
• Following this transaction, Barnds directly beneficially owns 4,364,707 shares, which includes 152,515 shares received in this distribution that were previously reported as indirectly owned.
• Barnds continues to indirectly beneficially own significant shares through various Accel-KKR funds, such as 21,395,285 shares via Accel-KKR Capital Partners CV III, LP.
• Thomas Barnds, along with Mr. Palumbo, controls Accel-KKR Holdings GP, LLC, which holds voting and investment power over the shares owned by the Accel-KKR funds.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transaction is an internal reorganization of ownership for a significant insider, not a market sale. It indicates continued holding by a key director and 10% owner, which is generally a neutral to positive signal, as it doesn't suggest a loss of confidence.

Positives

• The transaction represents a change in the form of ownership (indirect to direct/trust) for Thomas Barnds, rather than a market sale, indicating continued long-term interest in Paymentus Holdings.
• The shares remain within the beneficial ownership of a key director and 10% owner, signaling ongoing commitment.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• An in-kind pro rata distribution of 1,000,000 shares of Class B Common Stock from Accel-KKR entities (controlled by Thomas Barnds and Mr. Palumbo) to Thomas Barnds (or his trust) without consideration. This represents a transaction between entities where the reporting person has significant influence and control.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a change in the form of ownership for a significant insider, not a market sale. It confirms continued substantial ownership by a key director, which can be viewed as a positive sign of alignment.

Key Dates

Recommendation

This Form 4 reports an internal transfer of shares from indirect to direct beneficial ownership for a director and 10% owner, Thomas Barnds. It is not a market sale and does not indicate a change in the overall beneficial interest of the insider. Such a transaction is typically neutral for the stock price, as it doesn't signal a change in management's confidence or a significant shift in market supply. Therefore, a 'hold' recommendation is appropriate, as this filing alone does not provide a strong catalyst for a buy or sell decision.

Keywords

Paymentus Holdings, PAY, Thomas Barnds, Accel-KKR, Form 4, Beneficial Ownership, Insider Transaction, Class B Common Stock, Stock Distribution, Director Ownership