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

Rhea-AI Filing Summary

AvidXchange Holdings (AVDX) reported insider transactions tied to the company’s go‑private merger. On 10/15/2025, an officer executed a rollover of 134,652 shares of common stock to Arrow Holdings 2025, Inc., then into Arrow Parent 2025, L.P., receiving new Topco units. The same day, the insider disposed of 550,214 shares of common stock pursuant to the merger terms.

Under the Agreement and Plan of Merger, each outstanding share of AvidXchange common stock was converted into the right to receive $10.00 in cash. Unvested RSUs covering 19,590 shares were converted into a cash award based on the $10.00 consideration. Vested stock options were canceled and converted into cash based on the excess of $10.00 over the exercise price; listed grants included 174,757 options at $8.04 and 127,272 options at $9.00.

Insights

Securities & M&A Analyst

Form 4 documents merger cash-out at $10.00 per share.

The filing records insider equity treatment at the merger closing: each Common Share became a right to receive $10.00 cash. This aligns with the described merger where the issuer became a wholly owned subsidiary after Merger Sub combined into it.

Equity awards were handled per standard terms. RSUs for 19,590 shares were converted into a cash award based on the $10.00 price. Options with exercise prices of $8.04 and $9 were canceled and converted into cash equal to the in-the-money amount, while rolled shares moved to holding entities under agreements.

This is administrative from a market perspective, documenting how insider holdings transitioned at closing on 10/15/2025. Actual impact depends on the merger economics already set by the $10.00 consideration and award terms.

Insider Trade Summary

Net Seller: 550,214 shares

Net Sell 5 txns

Insider Stahl Ryan

Role See Remarks

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	19,590	$0.00	$0.00
Disposition	Employee Stock Option (right to buy)	174,757	$0.00	$0.00
Disposition	Employee Stock Option (right to buy)	127,272	$0.00	$0.00
Other	Common Stock	134,652	$0.00	$0.00
Disposition	Common Stock	550,214	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Employee Stock Option (right to buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (5)

1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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.

FAQ

What did AVDX disclose in this Form 4?

An officer reported a rollover of 134,652 shares and the disposition of 550,214 shares in connection with the merger closing on 10/15/2025.

What cash amount did AVDX shareholders receive in the merger?

Each outstanding share of common stock was converted into the right to receive $10.00 in cash.

How were unvested RSUs treated in the AVDX merger?

Unvested RSUs covering 19,590 shares were converted into a cash award equal to shares times the $10.00 consideration.

What happened to AVDX stock options at closing?

Vested options were canceled and cashed out for the excess of $10.00 over the exercise price; examples include 174,757 options at $8.04 and 127,272 options at $9.00.

Who reported the transactions for AVDX?

A company officer (General Counsel and Secretary, Senior Vice President) reported the transactions.

What was the purpose of the 134,652-share rollover?

The officer exchanged AVDX shares for Arrow Holdings 2025, Inc. shares, then contributed them for units of Arrow Parent 2025, L.P., per rollover agreements tied to the merger.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/15/2025 - 12:00 AM Learn about SEC filing dates

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^*

Stahl Ryan

(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		J		134,652	D	(1)	550,214	D
Common Stock	10/15/2025		D		550,214	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			19,590	(3)	(3)	Common Stock	19,590	(3)	0	D
Employee Stock Option (right to buy)	$8.04	10/15/2025		D			174,757	(4)(5)	(4)(5)	Common Stock	174,757	(4)(5)	0	D
Employee Stock Option (right to buy)	$9	10/15/2025		D			127,272	(4)(5)	(4)(5)	Common Stock	127,272	(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.

Remarks:

General Counsel and Secretary, Senior Vice President

	/s/ Ryan Stahl	10/15/2025
	** Signature of Reporting Person	Date
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