AVDX insider filing outlines $10 cash consideration and award conversions

Rhea-AI Filing Summary

AvidXchange Holdings (AVDX) reported insider transactions tied to its merger closing. The filing notes that at the Effective Time, each outstanding share of common stock was converted into the right to receive $10.00 in cash, reflecting the terms of the merger with Arrow Borrower 2025, Inc. and its subsidiary.

Unvested RSUs were converted into cash awards equal to the number of underlying shares multiplied by $10.00. Vested stock options were canceled and converted into cash equal to their intrinsic value, and unvested in-the-money options were converted into cash awards on the same terms and conditions as before. The reporting officer’s beneficial ownership of common stock after the transactions was reported as 0 shares. The derivative table shows 21,767 RSUs and employee stock options covering 32,000, 194,174, and 136,363 shares at exercise prices of $3.785, $8.04, and $9, respectively.

Insights

Equity compensation & M&A analyst

Form 4 shows merger cash-out at $10/share and award conversions.

The filing documents standard change-in-control treatment: common shares converted into the right to receive $10.00 per share at the merger’s Effective Time. Unvested RSUs turned into cash awards based on shares times the cash consideration.

Vested stock options were canceled for cash equal to intrinsic value, while unvested in-the-money options became cash awards, preserving prior vesting terms. This reflects typical market mechanics for equity upon an all-cash merger.

The report lists 10/15/2025 transactions and shows post-transaction common stock beneficial ownership of zero. Actual cash paid depends on share and award counts and the $10.00 consideration defined in the agreement.

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^*

Gibson Angelic

(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		716,036	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			21,767	(2)	(2)	Common Stock	21,767	(2)	0	D
Employee Stock Option (right to buy)	$3.785	10/15/2025		D			32,000	(3)(4)	(3)(4)	Common Stock	32,000	(3)(4)	0	D
Employee Stock Option (right to buy)	$8.04	10/15/2025		D			194,174	(3)(4)	(3)(4)	Common Stock	194,174	(3)(4)	0	D
Employee Stock Option (right to buy)	$9	10/15/2025		D			136,363	(3)(4)	(3)(4)	Common Stock	136,363	(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 Information Officer, Senior Vice President

	/s/ Ryan Stahl, Attorney-in-Fact for Angelic Gibson	10/15/2025
	** Signature of Reporting Person	Date
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FAQ

What did AVDX insiders report in this Form 4?

They reported transactions tied to the merger closing where each common share became the right to receive $10.00 in cash at the Effective Time.

How were AVDX restricted stock units treated in the merger?

Unvested RSUs were converted into cash awards equal to the underlying shares multiplied by $10.00.

How were AVDX stock options treated in the merger?

Vested options were canceled for cash equal to intrinsic value; unvested in-the-money options were converted into cash awards on the same terms and conditions.

What is the reported post-transaction common stock ownership?

The filing shows 0 shares of common stock beneficially owned following the transactions.

What derivative award amounts are shown in the filing?

It lists 21,767 RSUs and options covering 32,000, 194,174, and 136,363 shares with exercise prices of $3.785, $8.04, and $9.

What was the transaction date for the reported actions?

The filing reports a transaction date of 10/15/2025.