Paymentus Holdings, Inc.
For the period ended Jun 5, 2026. Filed Apr 22, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2026 · Filed Apr 22, 2026
Contents
APPENDIX A
Unaudited Reconciliation of Non-GAAP Financial Measures
(in thousands, except percentages)
| Year Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Contribution Profit: | ||
| Gross profit | $296,342 | $238,170 |
| Plus: other cost of revenue | 89,967 | 73,898 |
| Contribution profit | $386,309 | $312,068 |
| Year Ended December 31, | ||
| 2025 | 2024 | |
| Adjusted EBITDA: | ||
| Net income — GAAP | $66,937 | $44,169 |
| Interest income | (9,506) | (8,742) |
| Other income | — | (213) |
| Provision for income taxes | 18,338 | 9,775 |
| Amortization of capitalized software development costs | 33,304 | 27,586 |
| Amortization of acquisition-related intangibles | 7,088 | 8,081 |
| Depreciation | 666 | 817 |
| EBITDA | $116,827 | $81,473 |
| Adjustments: | ||
| Foreign exchange gain | (229) | (132) |
| Stock-based compensation | 20,821 | 12,855 |
| Adjusted EBITDA | $137,419 | $94,196 |
| Year Ended December 31, | ||
| 2025 | 2024 | |
| Free Cash Flow: | ||
| Net cash provided by operating activities | $162,127 | $63,634 |
| Adjustments: | ||
| Purchases of property and equipment | (361) | (457) |
| Capitalized internal-use software development costs | (36,737) | (36,119) |
| Free cash flow | $125,029 | $27,058 |
11605 N. COMMUNITY HOUSE RD
SUITE 300
CHARLOTTE, NC 28277
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
VOTE BY INTERNET
Before The Meeting - Go towww.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 4, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go towww.virtualshareholdermeeting.com/PAY2026
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 4, 2026. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards must be received by 11:59 P.M. Eastern Time on June 4, 2026.
Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card.
If you vote your proxy by Internet or telephone, you do NOT need to mail back your proxy card.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V91484-P49780 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| PAYMENTUS HOLDINGS, INC. · For All · Withhold All · For All Except | |
|---|---|
| The Board of Directors recommends a vote “FOR ALL” of the following Director nominees. · ☐ · ☐ · ☐ | |
| 1. | Election of Directors |
| Nominees: | |
| 01) | Jody Davids |
| 02) | Adam Malinowski |
| 03) | Gary Trainor |
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
| The Board of Directors recommends a vote “FOR” Proposals 2 and 3: | For | Against | Abstain | ||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. | ☐ | ☐ | ☐ | |
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. | ☐ | ☐ | ☐ | |
| The Board of Directors recommends a vote for “1 YEAR” on Proposal 4: | 1 Year | 2 Years | 3 Years | Abstain | |
| 4. | A vote, on an advisory basis, as to whether the above “say-on-pay” vote should occur every one, two or three years. | ☐ | ☐ | ☐ | ☐ |
| NOTE: The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted “FOR ALL” of the Director nominees listed in Item 1, “FOR” Proposals 2 and 3, and “FOR” the option of “1 YEAR” in Proposal 4. If any other matters properly come before the Annual Meeting, the persons named in this proxy will vote in their discretion. | |||||
|---|---|---|---|---|---|
| THE UNDERSIGNED STOCKHOLDER(S) HEREBY ACKNOWLEDGE(S) RECEIPT OF THE NOTICE OF THE ANNUAL MEETING, THE ACCOMPANYING PROXY STATEMENT AND THE ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2025. | |||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
|---|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting & Proxy Statement and Annual Report on Form 10-K are available
atwww.proxyvote.com.
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V91485-P49780
ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, JUNE 5, 2026 1:00 PM EDT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Dushyant Sharma and Sanjay Kalra, and each of them, as attorney, agent and proxy of the undersigned, each with the full power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A and Class B common stock of PAYMENTUS HOLDINGS, INC. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 1:00 PM EDT on Friday, June 5, 2026, virtually at www.virtualshareholdermeeting.com/PAY2026, and any postponement or adjournment thereof, with all powers that the undersigned would have if personally present.
This proxy, when properly executed, will be voted as specified by the undersigned on the reverse side. If no choice is specified, the proxy will be voted as to all shares of the undersigned: FOR ALL of the nominees for director listed on the reverse side, FOR Proposals 2 and 3, and FOR the option of 1 YEAR in Proposal 4. The proxies are hereby authorized to vote all shares of the undersigned in their discretion upon such other matters as may properly come before the meeting or any postponement or adjournment thereof.
Please date and sign on the reverse side exactly as your name appears on the form and mail the proxy promptly.
(Continued and to be marked, dated and signed on the reverse side)
| Your Vote Counts! | ||
| PAYMENTUS HOLDINGS, INC. 11605 N. COMMUNITY HOUSE RD SUITE 300 CHARLOTTE, NC 28277 | PAYMENTUS HOLDINGS, INC. 2026 Annual Meeting Vote by June 4, 2026 11:59 PM ET | |
|---|---|---|
| V91488-P49780 | ||
You invested in PAYMENTUS HOLDINGS, INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 5, 2026.
Get informed before you vote
View the Notice of Annual Meeting & Proxy Statement and Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 22, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
*Please check the meeting materials for any special requirements for meeting attendance.
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming stockholder meeting and the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.ProxyVote.com or easily request a paper or email copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. Please follow the instructions on the reverse side to vote these important matters.
| Voting Items | BoardRecommends | |
| 1. | Election of Directors | |
| Nominees: | For | |
| 01) Jody Davids | ||
| 02) Adam Malinowski | ||
| 03) Gary Trainor | ||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. | For |
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. | For |
| 4. | A vote, on an advisory basis, as to whether the above “say-on-pay” vote should occur every one, two or three years. | Year |
| NOTE: In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting or any postponement or adjournment thereof. | ||
|---|---|---|
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.
V91489-P49780
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.