SEC Form 4 · accession 0001193125-26-357355
Paymentus Holdings, Inc. · PAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Barnds
10% Owner
Period of report
Aug 17, 2026
Accepted (ET)
Aug 19, 2026 · 8:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001841156
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3,F4,F5 | Aug 17, 2026 | J | 37,350 | $0.00 | D | 0 | I | Accel-KKR Growth Capital Partners II, LP |
| Class A Common StockF2,F3,F4,F5 | Aug 17, 2026 | J | 3,168 | $0.00 | D | 0 | I | Accel-KKR Growth Capital Partners II Strategic Fund, LP |
| Class A Common StockF3,F4,F5 | holding | — | — | — | 2,245,886 | I | Accel-KKR Capital Partners CV III, LP | |
| Class A Common StockF3,F4,F5 | holding | — | — | — | 94,546 | I | Accel-KKR Growth Capital Partners III, LP | |
| Class A Common StockF3,F4,F5 | holding | — | — | — | 7,312 | I | AKKR SC GPI HoldCo LP | |
| Class A Common StockF8,F3,F4,F5 | holding | — | — | — | 950 | I | AKKR Strategic Capital LP | |
| Class A Common StockF9,F7 | holding | — | — | — | 66,248 | I | See footnote. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F3,F4,F1 | — | Aug 17, 2026 | J | 7,909,574 | D | — | — | Class A Common Stock | 7,909,574 | 9,882,743 | I |
| Class B Common StockF2,F3,F4,F1 | — | Aug 17, 2026 | J | 395,930 | D | — | — | Class A Common Stock | 395,930 | 607,124 | I |
| Class B Common StockF2,F3,F4,F1 | — | Aug 17, 2026 | J | 332,973 | D | — | — | Class A Common Stock | 332,973 | 416,038 | I |
| Class B Common StockF2,F3,F4,F1 | — | Aug 17, 2026 | J | 25,100 | D | — | — | Class A Common Stock | 25,100 | 0 | I |
| Class B Common StockF2,F3,F4,F1 | — | Aug 17, 2026 | J | 295,905 | D | — | — | Class A Common Stock | 295,905 | 0 | I |
| Class B Common StockF2,F5,F3,F4,F1 | — | Aug 17, 2026 | J | 3,000,000 | D | — | — | Class A Common Stock | 3,000,000 | 1,206,671 | I |
| Class B Common StockF3,F4,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 880,489 | 880,489 | I |
| Class B Common StockF6,F7,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 8,775,343 | 8,775,343 | I |
Explanation of responses
- F1Class B Common Stock is convertible at any time, at the holder's election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock and has no expiration date.
- F2In-kind pro rata distribution from the Reporting Person to its partners, without consideration.
- F3Accel-KKR Holdings GP, LLC , or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP, or CV III; (ii) Accel-KKR Growth Capital Partners III, LP, or GC III; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP, or GC II Strategic; (iv) Accel-KKR Growth Capital Partners II, LP, or GC II; (v) Accel-KKR Members Fund, LLC, or Members Fund; (vi) AKKR Strategic Capital LP, or SC; and (vii) AKKR SC GPI HoldCo LP, or SC GPI. AKKR Fund III Management Company CV, LP, or CV III GP, is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP, or GC III GP, is the sole general partner of GC III.
- F4(Continued from footnote 3) AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. AKKR Strategic Capital GP, or SC GP, is the sole general partner of SC. AKKR Management Company, LLC, or UGP, is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Topco GP, is the sole managing member of UGP. AKKR Fund II Management Company, LP, or the Management Company, is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein. Each of the foregoing entities and Mr. Palumbo have separately filed Form 4s reporting their interests.
- F5Includes 538,415 shares received from certain of the other reporting persons in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
- F6Includes 1,593,716 shares received from certain of the other reporting persons in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.
- F7Shares held by the Barnds Living Trust dtd 6/23/2003.
- F8Represents shares received in the distribution described in footnote 2.
- F9Includes 1,940 shares received from certain of the other reporting persons in the distribution described in footnote 2. Such shares were previously reported as indirectly owned through the entities effecting such distributions.