Paymentus (PAY) 10% Owner Robert Palumbo Distributes 12M Shares

What Happened

• Robert Palumbo, reported as a 10% owner of Paymentus Holdings, Inc. (PAY), recorded dispositions on Aug 17, 2026 that total 12,000,000 shares. The filing lists multiple "other acquisition or disposition (Code J)" entries, each reported at $0.00 — reflecting in‑kind pro rata distributions rather than open‑market sales. The transactions include both direct and derivative share items (several entries are noted as derivative/convertible Class B shares).

Key Details

• Transaction date: 2026-08-17; Form 4 filed: 2026-08-19 (timely).
• Total reported disposed: 12,000,000 shares (breakdown shown in filing: 37,350; 3,168; 7,909,574 (derivative); 395,930 (derivative); 332,973 (derivative); 25,100 (derivative); 295,905 (derivative); 3,000,000 (derivative)).
• Reported price/value: $0.00 for all entries — these were in‑kind pro rata distributions without consideration (see footnote F2).
• Shares owned after transaction: not specified in the provided summary of the filing.
• Notable footnotes:
  • F1: Class B common stock is convertible into Class A on holder election or certain events.
  • F2: The disposals are described as in‑kind pro rata distributions from the reporting person to its partners, without consideration.
  • F3–F4: Complex ownership/control structure involving Accel‑KKR entities; Palumbo’s reported interest reflects institutional/partner arrangements (each entity and a co‑reporter filed separate Form 4s).
  • F5–F8: Certain share movements among reporting persons and a Palumbo 2026 Annuity Trust are referenced.
• Transaction code: J (other acquisition/disposition) — not a purchase (P) or sale (S) in the open market.

Context

• These entries do not indicate market purchases or cash proceeds to Palumbo; they reflect internal transfers/distributions among investment vehicles and partners. For retail investors, note this is institutional/partner reallocation rather than an executive selling shares for cash. Derivative/convertible shares listed can be converted into Class A common stock per the filing (F1), but this filing does not indicate conversion or option exercises.