SCHEDULE: Paymentus Founder Sharma Boosts Stake to 26.7%

Dushyant Sharma, founder of Paymentus Holdings, Inc., has increased his beneficial ownership to 26.7% of Class A Common Stock, including direct holdings and shares held through various trusts and an LLC.

Summary

• Dushyant Sharma, the reporting person, beneficially owns an aggregate of 22,788,036 shares of Paymentus Holdings, Inc. Class A Common Stock.
• This represents 26.7% of the Class A Common Stock outstanding.
• His sole voting and dispositive power covers 21,006,808 shares.
• Shared voting and dispositive power covers 1,781,228 shares.
• The ownership includes 83,392 Class A shares held directly by Mr. Sharma, 68,750 Class A restricted stock units expected to vest within 60 days, 1 Class A share and 17,549,795 Class B shares held by Ashigrace LLC, and 3,304,870 Class B stock options exercisable within 60 days held by Ashigrace LLC.
• Shared ownership is primarily through 1,152,560 Class B shares held by The Ruma Sharma Family Trust (Mr. Sharma is trustee) and 157,167 Class B shares each held by four Sharma Family Trusts (A, B, C, D), where Mr. Sharma's spouse serves as trustee.
• Class B common stock held by these entities is convertible at any time into an equal number of Class A common stock.
• The percentage is calculated based on 62,725,653 Class A shares outstanding as of February 1, 2026, plus convertible Class B shares, RSUs, and exercisable options.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive signal, indicating significant insider confidence and alignment of interests between the founder and shareholders, which can be a stabilizing factor for the company.

Positives

• A significant beneficial ownership stake of 26.7% by the founder, Dushyant Sharma, demonstrates strong insider confidence in Paymentus Holdings, Inc.
• The founder's continued substantial investment aligns his interests closely with those of other shareholders.
• The inclusion of restricted stock units and stock options vesting/exercisable within 60 days indicates ongoing equity incentives for the founder.

Risks

• The filing mentions that Dushyant Sharma may be deemed part of a 'group' with Accel-KKR Funds and KKR-AKI due to a Stockholders Agreement, which collectively could beneficially own 65,337,808 shares of Class A common stock, or 52.1% of the Issuer's outstanding Class A common stock. While Mr. Sharma disclaims membership in this group, the existence of such an agreement could imply coordinated voting power that might influence corporate decisions.

Management Comments

• Mr. Sharma disclaims beneficial ownership of the shares held by the Sharma Family Trusts.
• The Reporting Person expressly disclaims membership in any such 'group' and disclaims beneficial ownership of, and the responses to Items 5 through 9 of the cover page to this Schedule 13G do not reflect, any securities that the Reporting Person may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by the AKKR Funds, Mr. Barnds, Mr. Palumbo, SC, SC GPI and Fund II GP.

Industry Context

StockSavvy.ai notes that a significant insider stake, particularly from a founder, is often viewed positively by the market as it signals strong commitment and belief in the company's long-term prospects. In the competitive financial technology and payment processing industry, such a substantial ownership by a key executive can provide stability and strategic direction.

Comparison to Industry Standards

• This filing primarily details an individual's beneficial ownership, making direct comparisons to industry-wide financial performance benchmarks less relevant.
• StockSavvy.ai observes that a 26.7% ownership stake by a founder is a substantial holding, often exceeding typical insider ownership percentages in mature public companies.
• The concentration of ownership by Dushyant Sharma, alongside the potential 'group' holding of 52.1% with Accel-KKR and KKR-AKI, suggests a tightly controlled company, which can be compared to other founder-led or private equity-backed public entities where control is maintained through dual-class shares or voting agreements.

Corporate Governance

Related Party Transactions

• Shares are held by Ashigrace LLC, of which Mr. Sharma is the sole manager.
• Shares are held by The Ruma Sharma Family Trust, for which Mr. Sharma serves as trustee.
• Shares are held by The Sharma Family Trusts (A, B, C, D), for which Mr. Sharma's spouse serves as trustee.
• These entities represent holdings by related parties to Dushyant Sharma.

Stakeholder Impact

• Shareholders: The significant insider ownership by the founder may instill confidence due to strong alignment of interests. However, the existence of a voting agreement with other large investors (AKKR Funds, KKR-AKI) could concentrate control and potentially limit the influence of other shareholders on corporate governance matters.
• Management/Employees: A founder's substantial stake often implies a stable leadership vision and long-term strategic commitment, which can positively impact employee morale and retention.

Next Steps

• The restricted stock units and stock options held by Mr. Sharma and Ashigrace LLC are expected to vest/be exercisable within 60 days of the filing date, which will convert into Class A common stock.

Key Dates

Recommendation

The filing primarily details a significant insider ownership stake by the founder, Dushyant Sharma, which is generally a positive indicator of confidence. However, it does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The substantial existing stake and the disclosure of a voting agreement with other large investors suggest a stable, albeit potentially tightly controlled, corporate structure. Investors should 'hold' and monitor future operational performance and any further disclosures regarding the 'group's' influence.

Keywords

Paymentus Holdings, Dushyant Sharma, Schedule 13G, beneficial ownership, Class A Common Stock, Class B Common Stock, insider ownership, equity stake, corporate governance, stock options, restricted stock units, Ashigrace LLC, Ruma Sharma Family Trust, Sharma Family Trusts, Accel-KKR, KKR-AKI