AVDX insider filing shows cash merger at $10.00 per share

Rhea-AI Filing Summary

AvidXchange Holdings (AVDX) completed a merger in which each outstanding share of common stock was converted into the right to receive $10.00 in cash at the Effective Time. Following this change in control, the company’s Chief Financial Officer filed a Form 4 reflecting the disposition of common stock in connection with the transaction and a resulting beneficial ownership of zero shares.

Unvested restricted stock units were converted into cash awards based on the number of underlying shares multiplied by the $10.00 consideration. Vested stock options were canceled for cash equal to the in-the-money amount, while eligible unvested options were converted into cash awards for any intrinsic value, all pursuant to the merger agreement. The reported transaction date is 10/15/2025.

Insights

Equity compensation analyst

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

The filing documents a change in control where all common shares were cashed out for $10.00 per share. Equity awards follow standard M&A treatment: RSUs converted to cash at the per‑share price, and options settled for intrinsic value if in the money.

This is administrative from the insider’s perspective and aligns with the merger agreement mechanics. Actual impact on trading is historical, as consideration and treatment were fixed at closing. Subsequent filings may provide any remaining post-close details.

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

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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^*

Wilhite Joel

(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		804,014	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			32,650	(2)	(2)	Common Stock	32,650	(2)	0	D
Employee Stock Option (right to buy)	$3.175	10/15/2025		D			158,572	(3)(4)	(3)(4)	Common Stock	158,572	(3)(4)	0	D
Employee Stock Option (right to buy)	$3.2125	10/15/2025		D			85,347	(3)(4)	(3)(4)	Common Stock	85,347	(3)(4)	0	D
Employee Stock Option (right to buy)	$3.785	10/15/2025		D			35,637	(3)(4)	(3)(4)	Common Stock	35,637	(3)(4)	0	D
Employee Stock Option (right to buy)	$8.04	10/15/2025		D			291,262	(3)(4)	(3)(4)	Common Stock	291,262	(3)(4)	0	D
Employee Stock Option (right to buy)	$9	10/15/2025		D			181,818	(3)(4)	(3)(4)	Common Stock	181,818	(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 Financial Officer, Senior Vice President

	/s/ Ryan Stahl, Attorney-in-Fact for Joel Wilhite	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did AVDX report in this Form 4?

It records the CFO’s disposition of common stock at merger close and shows zero shares beneficially owned afterward.

What was the merger consideration for AVDX shareholders?

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

How were AVDX restricted stock units treated?

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

How were AVDX stock options treated?

Vested options were canceled for cash equal to any in-the-money value; eligible unvested options were converted into cash awards based on intrinsic value.

What is the transaction date on the Form 4?

The Form 4 lists a transaction date of 10/15/2025.

What is the reporting person’s role at AVDX?

The reporting person is the Chief Financial Officer, Senior Vice President.