Form 4: Paymentus Director Reports Planned Accel-KKR Share Distribution

Director Robert Palumbo reported a planned in-kind pro rata distribution of Paymentus Holdings Class B Common Stock from various Accel-KKR funds to their partners, scheduled for December 10, 2025, under a Rule 10b5-1(c) plan.

Summary

• Robert Palumbo, a Director and 10% Owner of Paymentus Holdings, Inc., reported planned changes in beneficial ownership under a Rule 10b5-1(c) plan.
• The changes involve an in-kind pro rata distribution of Class B Common Stock from six Accel-KKR investment funds to their respective partners, without consideration.
• These distributions are scheduled to occur on December 10, 2025.
• A total of 4,999,020 shares of Class B Common Stock are planned to be distributed from Accel-KKR Capital Partners CV III, LP, Accel-KKR Members Fund, LLC, Accel-KKR Growth Capital Partners III, LP, Accel-KKR Growth Capital Partners II Strategic Fund, LP, Accel-KKR Growth Capital Partners II, LP, and AKKR Strategic Capital LP.
• As a result of these distributions, Robert Palumbo's direct beneficial ownership will increase by 608,692 shares, bringing his total direct ownership to 7,181,629 shares of Class B Common Stock.
• AKKR SC GPI HoldCo LP will also receive 59,077 shares, increasing its indirect beneficial ownership to 880,489 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.
• Mr. Palumbo, along with Mr. Barnds, controls Accel-KKR Holdings GP, LLC, which holds voting and investment power over the shares owned by the Accel-KKR funds.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of beneficial ownership among related parties without consideration, which is a neutral event regarding the company's operational performance or financial health. The transaction is pre-arranged under a 10b5-1 plan.

Positives

• The planned distribution is an 'in-kind pro rata distribution' without consideration, indicating a restructuring of ownership within a related group rather than a sale into the open market.
• The transaction is being conducted under a Rule 10b5-1(c) plan, which provides an affirmative defense against insider trading allegations by pre-arranging transactions.

Risks

• While not explicitly stated as a risk in the filing, the distribution of shares to individual partners could potentially lead to future sales by those partners, which might increase selling pressure on the stock, though this is speculative and not a direct risk from the filing itself.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or operational outlook.

Industry Context

This filing pertains to an insider's planned change in beneficial ownership and does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• The planned in-kind pro rata distribution of shares from Accel-KKR funds to their partners, including Robert Palumbo, constitutes a transaction between related parties (funds and their limited partners/controlling individuals).

Stakeholder Impact

• Shareholders: The distribution clarifies the beneficial ownership structure of a significant block of shares, potentially increasing transparency regarding who ultimately holds the shares within the Accel-KKR group. It does not dilute existing shareholders.
• Management: No direct impact on management operations or strategy is indicated by this filing.

Key Dates

Recommendation

This Form 4 reports an internal restructuring of beneficial ownership within a major shareholder group (Accel-KKR) and its partners. It is an in-kind distribution without consideration, pre-arranged under a Rule 10b5-1(c) plan, and not a sale into the open market. Such a transaction typically has a neutral impact on the company's fundamentals or immediate stock price, as it primarily shifts where the shares are held rather than reducing the overall stake of the controlling group. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Paymentus Holdings, PAY, Form 4, insider transaction, beneficial ownership, Class B Common Stock, Class A Common Stock, stock distribution, Accel-KKR, Robert Palumbo, Rule 10b5-1 plan, corporate governance