Form 4: Paymentus Director Reports Future Share Distribution

Paymentus Holdings Director and 10% Owner, Thomas Barnds, reported an upcoming in-kind pro rata distribution of Class B Common Stock from Accel-KKR entities to partners on September 3, 2025.

Summary

• Thomas Barnds, a Director and 10% Owner of Paymentus Holdings, Inc. (PAY), reported changes in beneficial ownership of Class B Common Stock.
• On September 3, 2025, various Accel-KKR entities, over which Mr. Barnds has voting and investment power, will conduct an in-kind pro rata distribution of Class B Common Stock to their partners, without consideration.
• A total of 3,999,000 Class B Common Stock shares are scheduled to be distributed from Accel-KKR Capital Partners CV III, LP (3,602,968 shares), Accel-KKR Members Fund, LLC (180,352 shares), Accel-KKR Growth Capital Partners III, LP (151,676 shares), Accel-KKR Growth Capital Partners II Strategic Fund, LP (5,084 shares), and Accel-KKR Growth Capital Partners II, LP (59,920 shares).
• 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 these distributions, the beneficial ownership structure for Mr. Barnds and the Accel-KKR entities will be updated, with some entities receiving shares as part of this distribution, such as AKKR Strategic Capital LP (receiving 321,191 shares), AKKR SC GPI HoldCo LP (receiving 64,229 shares), and the Barnds Living Trust (receiving 445,964 shares indirectly).
• Mr. Barnds disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports a planned change in beneficial ownership through an in-kind distribution without consideration, which is a neutral event for the company's operational performance or valuation.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding Paymentus Holdings, Inc.'s operational performance or financial outlook. It solely reports a planned change in beneficial ownership structure.

Industry Context

This filing reports a change in insider beneficial ownership structure, which is a routine disclosure for publicly traded companies. It does not provide information directly related to broader industry trends or competitive positioning for Paymentus Holdings, Inc.

Related Party Transactions

• The in-kind pro rata distribution of shares from Accel-KKR entities to their partners, including entities where Thomas Barnds has control and his own trust receives shares, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Clarifies the beneficial ownership structure of a significant 10% owner and associated entities. May increase the potential float of Class A shares if Class B shares are converted.
• Accel-KKR Partners: Directly receive shares of Paymentus Holdings, Inc. as part of the distribution.

Key Dates

Recommendation

The filing details an in-kind pro rata distribution of Class B Common Stock by a 10% owner, Thomas Barnds, from Accel-KKR entities to their partners. This transaction is a change in beneficial ownership structure without consideration and does not reflect on the operational performance or future prospects of Paymentus Holdings, Inc. As such, it does not warrant a change in investment recommendation based solely on this disclosure.

Keywords

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