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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 21,767 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 32,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 194,174 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 136,363 | $0.00 | -- |
| Disposition | Common Stock | 716,036 | $0.00 | -- |
Footnotes (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"). 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. 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. 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.
