Form 4: Paymentus Holdings Director Reports In-Kind Distribution of Class B Common Stock by Accel-KKR Funds

Thomas Barnds, a Director and 10% owner of Paymentus Holdings, Inc., filed a Form 4 detailing an in-kind pro rata distribution of Class B Common Stock from various Accel-KKR investment funds to their partners, effective June 10, 2025.

Summary

• Thomas Barnds, a Director and 10% owner of Paymentus Holdings, Inc. (PAY), filed a Form 4 reporting changes in beneficial ownership of Class B Common Stock.
• The reported transactions, effective June 10, 2025, involve an in-kind pro rata distribution of Class B Common Stock from several Accel-KKR investment funds to their respective partners, without consideration.
• Accel-KKR Capital Partners CV III, LP disposed of 3,602,968 shares of Class B Common Stock.
• Accel-KKR Members Fund, LLC disposed of 180,352 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners III, LP disposed of 151,676 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners II Strategic Fund, LP disposed of 5,084 shares of Class B Common Stock.
• Accel-KKR Growth Capital Partners II, LP disposed of 59,920 shares of Class B Common Stock.
• AKKR Strategic Capital LP received 321,197 shares as part of these distributions, increasing its beneficial ownership to 3,776,390 shares.
• AKKR SC GPI HoldCo LP received 64,420 shares, increasing its beneficial ownership to 504,771 shares.
• Thomas Barnds' indirect beneficial ownership through various entities, including the Barnds Living Trust, includes 4,167,200 shares, of which 461,055 shares were received in these distributions.
• Class B Common Stock is convertible at any time, at the holder's election, into an equal number of shares of Class A Common Stock and has no expiration date.
• Accel-KKR Holdings GP, LLC (Topco GP), controlled by Mr. Palumbo and Mr. Barnds, has voting and investment power over shares owned by the Accel-KKR funds mentioned.

Sentiment

Score: 5

Explanation: The document reports a technical ownership restructuring (in-kind distribution) within a private equity group, not a market sale or purchase. It is neutral as it does not directly reflect on the company's operational performance or future prospects.

Risks

• The concentration of voting and investment power over a significant portion of Paymentus Holdings' common stock by Accel-KKR entities, controlled by individuals like Mr. Barnds, could influence corporate decisions and potentially limit the influence of other shareholders.

Future Outlook

NA

Industry Context

This filing is a standard disclosure of an insider transaction, specifically an internal restructuring of ownership within a private equity group (Accel-KKR) that holds a significant stake in Paymentus Holdings. It does not provide insights into broader industry trends or Paymentus's competitive position.

Corporate Governance

Related Party Transactions

• The reported transactions are in-kind pro rata distributions from various Accel-KKR investment funds to their partners, which are considered related party transactions given the common control and beneficial ownership structures involving Thomas Barnds and the Accel-KKR entities.

Stakeholder Impact

• Shareholders: The distribution is an internal restructuring within the Accel-KKR group and does not directly impact the public float or market dynamics for other shareholders. It clarifies the beneficial ownership structure of a significant insider.

Key Dates

Keywords

Form 4, insider transaction, beneficial ownership, Paymentus Holdings, PAY, Accel-KKR, Class B Common Stock, in-kind distribution, equity ownership, private equity