AVDX insider Form 4 details $10.00 per-share merger conversion

Rhea-AI Filing Summary

AvidXchange Holdings, Inc. insider filed a Form 4 reflecting merger-related conversions on 10/15/2025. In connection with the closing, each outstanding share of common stock was automatically converted into the right to receive $10.00 in cash at the Effective Time.

The reporting person showed a disposition of 491,075 shares of common stock, with beneficial ownership reported as 0 shares following the transaction. Equity awards were treated per the merger terms: unvested restricted stock units were converted into cash awards based on shares times $10.00, vested stock options were canceled and converted into cash equal to the excess of $10.00 over the exercise price, and certain unvested options with exercise prices below $10.00 were converted into cash awards.

The filer is identified as Chief People Officer, Senior Vice President.

Insights

Equity compensation analyst

Insider equity was cashed out at $10.00 per share under merger terms.

This Form 4 shows the standard cleanup of insider holdings when a cash merger closes. Common shares converted to a fixed $10.00 per share, eliminating post-close equity ownership for the reporting person (0 shares remaining).

Equity awards followed conventional mechanics: RSUs became cash awards at shares times $10.00. Vested options were canceled for cash equal to the in-the-money amount, and eligible unvested options converted to cash awards based on the same spread. Actual cash received depends on each grant’s exercise price and share count as listed.

This is administratively neutral for ongoing valuation; the economic treatment is set by the merger agreement, and future impacts hinge on any subsequent disclosures by the acquirer rather than AVDX’s public float.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cunningham Todd Alan

(Last) (First) (Middle)

C/O AVIDXCHANGE HOLDINGS, INC.

1210 AVIDXCHANGE LANE

(Street)

CHARLOTTE NC 28206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AvidXchange Holdings, Inc. [ AVDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/15/2025		D		491,075	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	10/15/2025		D			13,060	(2)	(2)	Common Stock	13,060	(2)	0	D
Employee Stock Option (right to buy)	$2.04	10/15/2025		D			19,604	(3)(4)	(3)(4)	Common Stock	19,604	(3)(4)	0	D
Employee Stock Option (right to buy)	$3.175	10/15/2025		D			10,000	(3)(4)	(3)(4)	Common Stock	10,000	(3)(4)	0	D
Employee Stock Option (right to buy)	$3.2125	10/15/2025		D			27,648	(3)(4)	(3)(4)	Common Stock	27,648	(3)(4)	0	D
Employee Stock Option (right to buy)	$3.785	10/15/2025		D			29,260	(3)(4)	(3)(4)	Common Stock	29,260	(3)(4)	0	D
Employee Stock Option (right to buy)	$8.04	10/15/2025		D			116,504	(3)(4)	(3)(4)	Common Stock	116,504	(3)(4)	0	D
Employee Stock Option (right to buy)	$9	10/15/2025		D			103,030	(3)(4)	(3)(4)	Common Stock	103,030	(3)(4)	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated May 6, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among the Issuer, Arrow Borrower 2025, Inc. ("Parent"), and Arrow Merger Sub 2025, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive $10.00 in cash, without interest (the "Merger Consideration").

2. At the Effective Time, each outstanding restricted stock unit that does not vest upon the occurrence of the Effective Time was automatically substituted and immediately converted into a cash award equal to the product of (i) the aggregate number of shares of Common Stock underlying such unvested restricted stock unit immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, subject to the terms and conditions of the corresponding award.

3. Pursuant to the terms of the Merger Agreement, each stock option that was outstanding, unexercised and vested immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive a payment in cash equal to the product obtained by multiplying (a) the aggregate number of shares of Common Stock subject to such vested stock option immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the exercise price per share of such vested stock option.

4. Each outstanding and unvested stock option immediately prior to the Effective Time with a per share exercise price less than the Merger Consideration was substituted and immediately converted into a cash award equal to (x) the aggregate number of shares of Common Stock subject to such unvested stock option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such unvested stock option, subject to the same terms and conditions applicable prior to the Effective Time.

Remarks:

Chief People Officer, Senior Vice President

	/s/ Ryan Stahl, Attorney-in-Fact for Todd Cunningham	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did AVDX common shareholders receive in the merger?

Each outstanding share of common stock was converted into the right to receive $10.00 in cash at the Effective Time.

How many AVDX shares did the reporting person dispose of?

The Form 4 lists a disposition of 491,075 common shares, with 0 shares beneficially owned afterward.

How were AVDX RSUs treated at closing?

Unvested restricted stock units were converted into cash awards equal to shares underlying the RSU multiplied by $10.00.

What happened to AVDX stock options at closing?

Vested options were canceled and converted into cash equal to the excess of $10.00 over the exercise price; eligible unvested options converted into cash awards based on the same spread.

What is the filer’s relationship to AVDX?

The filer is an Officer, titled Chief People Officer, Senior Vice President.

What is the effective date of the reported transactions?

The transactions are reported as of 10/15/2025.