AVDX CEO Form 4 details $10.00 per share merger consideration

Rhea-AI Filing Summary

AvidXchange (AVDX) CEO and director Michael Praeger filed a Form 4 reflecting transactions on 10/15/2025 tied to the company’s merger. Under the Agreement and Plan of Merger, each outstanding share of Common Stock was converted into the right to receive $10.00 in cash, without interest. The filing also shows a rollover by the reporting person of certain shares into Arrow Holdings 2025, Inc. and then into Arrow Parent 2025, L.P., in exchange for new equity units, as described in the rollover agreements.

At the Effective Time, unvested RSUs were converted into cash awards based on the number of underlying shares multiplied by $10.00. Vested, in-the-money options were canceled for a cash payment equal to the spread over $10.00, and eligible unvested options were converted into cash awards on similar terms.

Insights

M&A and Equity Compensation Analyst

Form 4 confirms $10.00 cash-out and equity rollover mechanics.

The filing documents completion mechanics of the merger: each share converted into a right to receive $10.00 in cash, while the CEO rolled certain shares into new HoldCo/TopCo equity under rollover agreements. This clarifies consideration for common holders versus rollover participants.

Equity awards were settled in cash per clearly defined rules. Unvested RSUs became cash awards at the $10.00 rate. Vested, in-the-money options were canceled for a cash spread; eligible unvested options converted into cash awards using the same $10.00 benchmark.

The impact for public holders centers on the $10.00 per-share payout; award holders’ outcomes depend on grant status and strike prices. Subsequent disclosures may detail post-close capitalization of the private parent entities.

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^*

Praeger Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		9,719,576	D	(1)	1,226,422	D
Common Stock	10/15/2025		D		1,226,422	D	(2)(3)	0	D
Common Stock	10/15/2025		J		1,888,652	D	(1)	0	I	By Green and Gold 2014 GRAT
Common Stock	10/15/2025		J		1,328,276	D	(1)	0	I	By Green and Gold 2015 GRAT
Common Stock	10/15/2025		D		213,468	D	(2)	0	I	By MP Charitable Trust
Common Stock	10/15/2025		D		757,327	D	(2)	0	I	By Michael Praeger and Cindy Praeger, Joint, Tenants with Right of Survivorship

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			65,299	(3)	(3)	Common Stock	65,299	(3)	0	D
Employee Stock Option (right to buy)	$8.04	10/15/2025		D			582,524	(4)(5)	(4)(5)	Common Stock	582,524	(4)(5)	0	D
Employee Stock Option (right to buy)	$9	10/15/2025		D			400,000	(4)(5)	(4)(5)	Common Stock	400,000	(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 Michael Praeger	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 does AVDX’s Form 4 disclose about the merger consideration?

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

How were AVDX restricted stock units treated at closing?

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

What happened to AVDX stock options in the transaction?

Vested, in-the-money options were canceled for a cash payment equal to the spread over $10.00; certain unvested options became cash awards using the same benchmark.

Did the AVDX CEO roll over equity into the new structure?

Yes. The filing notes a rollover of certain shares into Arrow Holdings 2025, Inc. and then Arrow Parent 2025, L.P. in exchange for new equity units.

What is the effective date referenced in the AVDX Form 4?

Transactions occurred on 10/15/2025, aligning with the Effective Time mechanics described.

Does the Form 4 specify who receives the $10.00 per share?

It states each outstanding share of Common Stock converted into the right to receive $10.00 in cash at the Effective Time.