SCHEDULE 13G/A 0001863465 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 03/31/2025 0001841156 Paymentus Holdings, Inc. 70439P108 11605 N. COMMUNITY HOUSE ROAD SUITE 300 CHARLOTTE NC 28277 Rule 13d-1(d) Accel-KKR Holdings GP, LLC b DE 0 66347432 0 65111572 66347432 N 64.00 OO The reported securities represent (i) 2,536,524 shares of Class A Common Stock ("Class A Shares"), (ii) 62,575,048 Class A Shares issuable upon conversion of an equal number of shares of Class B Common Stock ("Class B Shares"), and (iii) 1,235,860 Class A Shares underlying Class B Shares for which the Reporting Person holds a voting proxy ("Proxy Shares"). The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Accel-KKR Capital Partners CV III, LP b DE 0 56223457 0 56223457 56223457 N 54.24 PN The reported securities represent (i) 2,401,460 Class A Shares and (ii) 53,821,997 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Accel-KKR Growth Capital Partners III, LP b E9 0 2360317 0 2360317 2360317 N 2.28 PN The reported securities represent (i) 94,546 Class A Shares and (ii) 2,265,771 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Accel-KKR Growth Capital Partners II Strategic Fund, LP b DE 0 79108 0 79108 79108 N 0.08 PN The reported securities represent 3,168 Class A Shares and 75,940 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Accel-KKR Growth Capital Partners II, LP b DE 0 932455 0 932455 932455 N 0.90 PN The reported securities represent 37,350 Class A Shares and 895,105 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Accel-KKR Members Fund, LLC b DE 0 2806574 0 2806574 2806574 N 2.71 OO The reported securities represent 2,806,574 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). AKKR Strategic Capital LP b E9 0 2474417 0 2474417 2474417 N 2.39 PN The reported securities represent 2,474,417 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). AKKR SC GPI HoldCo LP b E9 0 235244 0 235244 235244 N 0.23 PN The reported securities represent 235,244 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Palumbo, Robert b X1 2337548 66347432 2337548 65111572 68684980 N 66.26 IN The reported securities represent (i) 2,536,524 Class A Shares, (ii) 64,912,596 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Barnds, Thomas b X1 2337547 66347432 2337547 65111572 68684979 N 66.26 IN The reported securities represent (i) 2,536,524 Class A Shares, (ii) 64,912,595 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). KKR-AKI Investors L.L.C. b DE 0 1235860 1235860 0 1235860 N 1.19 OO The reported securities represent 1,235,860 Class A Shares issuable upon conversion of an equal number of Class B Shares. The reported percentage is calculated based on (i) 35,178,073 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's 10-Q filed May 7, 2025 as increased by (ii) 68,486,003 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). Paymentus Holdings, Inc. 11605 N. Community House Road, Suite 300 Charlotte, NC, 28277 (i) Accel-KKR Holdings GP, LLC (ii) Accel-KKR Capital Partners CV III, LP (iii) Accel-KKR Growth Capital Partners III, LP (iv) Accel-KKR Growth Capital Partners II Strategic Fund, LP (v) Accel-KKR Growth Capital Partners II, LP (vi) Accel-KKR Members Fund, LLC (vii) AKKR Strategic Capital LP (viii) AKKR SC GPI HoldCo LP (ix) Palumbo, Robert (x) Barnds, Thomas (xi) KKR-AKI Investors L.L.C. c/o Accel-KKR 2180 Sand Hill Road, Suite 300, Menlo Park, CA 94025. See responses to Item 4 on the cover page. Y See responses to Item 9 on each cover page. Accel-KKR Fund Holdings The aggregate 66,347,432 Class A Shares, representing 64.00% of the outstanding Class A Shares, which are reported as beneficially owned in this Statement are held as follows: Accel-KKR Capital Partners CV III, LP ("CV III") directly holds 2,401,460 Class A Shares and 53,821,997 Class B Shares, convertible into an equal number of Class A Shares with no expiration date. AKKR Fund III Management Company CV, LP ("CV III GP") is the sole general partner of CV III. Accel-KKR Growth Capital Partners III, LP ("GC III") directly holds 94,546 Class A Shares and 2,265,771 Class B Shares. AKKR Growth Capital Management Company III, LP ("GC III GP") is the sole general partner of GC III. Accel-KKR Growth Capital Partners II Strategic Fund, LP ("GC II Strategic") directly holds 3,168 Class A Shares and 75,940 Class B Shares. AKKR Growth Capital Management Company II, LP ("GC II GP") is the sole general partner of GC II Strategic. Accel-KKR Growth Capital Partners II, LP ("GC II") directly holds 37,350 Class A Shares and 895,105 Class B Shares. GC II GP is the sole general partner of GC II. Accel-KKR Members Fund, LLC ("Members Fund") directly holds 2,806,574 Class B Shares. AKKR Management Company, LLC ("UGP") is the sole managing member of Members Fund. AKKR Strategic Capital LP ("SC") directly holds 2,474,417 Class B Shares. AKKR Strategic Capital GP ("SC GP") is the sole general partner of SC. AKKR SC GPI HoldCo LP ("SC GPI" and collectively with CV III, GC III, GC II Strategic, GC II, Members Fund, and SC, the "Accel-KKR Funds") directly holds 235,244 Class B Shares. UGP has voting rights with respect to the 1,235,860 KKR-AKI Proxy Shares (described below). Robert Palumbo directly holds 2,337,548 Class B Shares. Thomas C. Barnds directly holds 43 Class B Shares and holds an additional 2,337,504 Class B Shares through a trust. UGP is the sole general partner of CV III GP, GC III GP, GC II GP, SC GP and SC GPI. Accel-KKR Holdings GP, LLC ("Topco GP") is the sole managing member of UGP. Thomas C. Barnds and Robert Palumbo are the sole two directors and members of Topco GP. AKKR Fund II Management Company, LP (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. Consequently, as a result of the ownership and relationships described in the above bullet points, Mr. Barnds, Mr. Palumbo, CV III GP, GC III GP, GC II GP, SC GP, UGP, Topco GP and the Management Company may be deemed to have shared voting and dispositive power over the shares held by the Accel-KKR Funds. KKR-AKI Proxy Shares KKR-AKI Investors L.L.C. ("KKR-AKI") directly holds 1,235,860 Class B Shares. Pursuant to a Distribution and Voting Agreement, dated as of February 13, 2012, KKR-AKI is subject to a voting agreement with respect to the shares of Class B common stock that it holds in the Issuer and has granted UGP a proxy and attorney-in-fact, with full power of substitution, to vote all of its shares as required by such voting agreement if KKR-AKI does not comply with the terms thereof. As a result, UGP may be deemed to beneficially own such shares. Stockholders Agreement Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Form 8-K filed May 28, 2021 (the "Agreement"), among (i) the Issuer, (ii) the Accel-KKR Funds, (iii) KKR-AKI, (iv) Dushyant Sharma and his related trusts and affiliates ("Sharma," together with the Accel-KKR Funds and KKR-AKI, the "Investor Parties"), the Investor Parties have agreed to certain voting arrangements, and therefore the Reporting Persons may be deemed to be part of a "group" pursuant to Rule 13d-3(a) with the Sharma Investors. Such "group" would be deemed to beneficially own an aggregate of 93,658,421 Class A Shares or 74.16% of the Issuer's outstanding Class A Shares calculated pursuant to Rule 13d-3(d). The Reporting Persons expressly disclaim membership in any such "group" and disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any securities that the Reporting Persons may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by Sharma. See responses to Item 11 on each cover page hereto and the information set forth in Item 4(a) above. See responses to Item 5 on each cover page hereto. See responses to Item 6 on each cover page hereto. See responses to Item 7 on each cover page hereto. See responses to Item 8 on each cover page hereto. Y Y Y Y Y Y Accel-KKR Holdings GP, LLC /s/ Thomas C. Barnds 05/14/2025 Accel-KKR Capital Partners CV III, LP /s/ Thomas C. Barnds 05/14/2025 Accel-KKR Growth Capital Partners III, LP /s/ Thomas C. Barnds 05/14/2025 Accel-KKR Growth Capital Partners II Strategic Fund, LP /s/ Thomas C. Barnds 05/14/2025 Accel-KKR Growth Capital Partners II, LP /s/ Thomas C. Barnds 05/14/2025 Accel-KKR Members Fund, LLC /s/ Thomas C. Barnds 05/14/2025 AKKR Strategic Capital LP /s/ Thomas C. Barnds 05/14/2025 AKKR SC GPI HoldCo LP /s/ Thomas C. Barnds 05/14/2025 Palumbo, Robert /s/ Thomas C. Barnds, as Attorney-in-Fact 05/14/2025 Barnds, Thomas /s/ Thomas C. Barnds 05/14/2025 KKR-AKI Investors L.L.C. /s/ Leonardo Colello 05/14/2025 24 Power of Attorney for Robert Palumbo, dated May 25, 2021 (incorporated herein by reference to Exhibit 24 to the filing by Robert Palumbo on Form 3 for Paymentus Holdings, Inc., filed with the Securities and Exchange Commission on May 25, 2021) 99.1 Joint Filing Agreement, dated as of February 14, 2025 by and among Accel-KKR Holdings GP, LLC, Accel-KKR Capital Partners CV III, LP, Accel-KKR Growth Capital Partners III, LP, Accel-KKR Growth Capital Partners II Strategic Fund, LP, Accel-KKR Growth Capital Partners II, LP, Accel-KKR Members Fund, LLC, AKKR Strategic Capital LP, AKKR SC GPI HoldCo LP, Thomas C. Barnds, and Robert Palumbo (incorporated by reference to Exhibit 99.1 to the amendment filing on Schedule 13G for Paymentus Holdings, Inc. filed with the Securities and Exchange Commission on February 14, 2025).