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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 32,650 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 158,572 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 85,347 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 35,637 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 291,262 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 181,818 | $0.00 | -- |
| Disposition | Common Stock | 804,014 | $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.
