AVDX insider reports rollover and cash-out at $10.00 per share

Rhea-AI Filing Summary

AvidXchange Holdings (AVDX) filed a Form 4 detailing insider transactions tied to its merger. At the Effective Time of the merger, each outstanding share of Common Stock was converted into the right to receive $10.00 in cash. The reporting officer (President) first transferred 232,377 shares via a rollover to Arrow Holdings 2025, Inc. and then to Arrow Parent 2025, L.P., per the rollover agreements. He then disposed of 927,429 shares for cash under the merger terms, resulting in zero common shares beneficially owned after the transactions.

Unvested RSUs covering 32,650 underlying shares were converted into cash awards based on the $10.00 per‑share consideration. Vested and certain unvested stock options were canceled and converted to cash based on the spread to $10.00, including option grants for 67,744 shares at $3.2125, 38,600 shares at $3.785, 291,262 shares at $8.04, and 272,727 shares at $9.00.

Insights

Equity compensation analyst

Insider equity rolled then cashed out at fixed $10.00 terms.

The filing shows a standard merger clean-up: common shares converted to a fixed cash price of $10.00 per share, with a preliminary rollover of 232,377 shares into the new holding structure before the cash-out of 927,429 shares. This aligns with customary rollover mechanics in sponsor-led acquisitions.

Equity awards were settled in cash: unvested RSUs (underlying 32,650 shares) became cash awards at the stated per‑share price. Vested and eligible unvested options were canceled for cash equal to the in‑the‑money amount versus $10.00, covering tranches at exercise prices of $3.2125, $3.785, $8.04, and $9.00. Actual proceeds follow the formula in the agreement.

From an investor lens, this is administrative confirmation of closing mechanics and award treatment; it does not change fundamentals. Subsequent filings may provide broader post‑closing capital structure details.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Drees Daniel

(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)
	President

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		J		232,377	D	(1)	927,429	D
Common Stock	10/15/2025		D		927,429	D	(2)(3)	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	(3)	10/15/2025		D			32,650	(3)	(3)	Common Stock	32,650	(3)	0	D
Employee Stock Option (right to buy)	$3.2125	10/15/2025		D			67,744	(4)(5)	(4)(5)	Common Stock	67,744	(4)(5)	0	D
Employee Stock Option (right to buy)	$3.785	10/15/2025		D			38,600	(4)(5)	(4)(5)	Common Stock	38,600	(4)(5)	0	D
Employee Stock Option (right to buy)	$8.04	10/15/2025		D			291,262	(4)(5)	(4)(5)	Common Stock	291,262	(4)(5)	0	D
Employee Stock Option (right to buy)	$9	10/15/2025		D			272,727	(4)(5)	(4)(5)	Common Stock	272,727	(4)(5)	0	D

Explanation of Responses:

1. Pursuant to rollover agreements entered into by certain officers of the Issuer, including the Reporting Person, Arrow Holdings 2025, Inc. ("Holdings"), and Arrow Parent 2025, L.P. ("Topco"), the Reporting Person contributed, transferred and assigned to Holdings certain shares of Common Stock in exchange for newly issued shares of Holdings ("Holdings Shares"), and immediately thereafter contributed such Holdings Shares to Topco in exchange for newly issued units of Topco, in accordance with the terms of the rollover agreements.

2. 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").

3. 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.

4. 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.

5. 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.

	/s/ Ryan Stahl, Attorney-in-Fact for Daniel Drees	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AVDX disclose in this Form 4?

It reported insider transactions tied to the merger, including a rollover of 232,377 shares and the cash disposal of 927,429 common shares at $10.00 per share rights.

What was the AVDX merger consideration per share?

Each outstanding share of Common Stock was converted into the right to receive $10.00 in cash, without interest.

How were the reporting person’s RSUs treated?

Unvested RSUs (underlying 32,650 shares) were converted into cash awards based on the $10.00 per‑share consideration.

What happened to AVDX stock options in the merger?

Vested and certain unvested options were canceled and converted into cash equal to the in‑the‑money amount versus $10.00, for tranches at $3.2125, $3.785, $8.04, and $9.00.

Who is the reporting person and role at AVDX?

An officer serving as President, filing as one reporting person.

What were the insider’s common shares after the transactions?

Beneficial ownership of common stock was 0 shares following the reported transactions.