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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 65,299 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 582,524 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 400,000 | $0.00 | -- |
| Other | Common Stock | 9,719,576 | $0.00 | -- |
| Disposition | Common Stock | 1,226,422 | $0.00 | -- |
| Other | Common Stock | 1,888,652 | $0.00 | -- |
| Other | Common Stock | 1,328,276 | $0.00 | -- |
| Disposition | Common Stock | 213,468 | $0.00 | -- |
| Disposition | Common Stock | 757,327 | $0.00 | -- |
Footnotes (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. 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.
