AvidXchange CEO sells shares for tax withholding; amendment reduces ownership by 424 shares

Rhea-AI Filing Summary

Michael Praeger, CEO and director of AvidXchange Holdings, sold shares of the company's common stock in a series of sell-to-cover transactions to satisfy tax withholding on vested restricted stock units. The reported sales on 08/27/2024 totaled 37,649 shares (8,355 + 14,016 + 15,278), executed in multiple trades at prices ranging from $7.90 to $8.04, with a weighted average sale price of $7.9789. Following those transactions, the filing shows beneficial ownership figures of 10,482,656, 10,468,640 and 10,453,362 shares after each reported sale. The Form 4/A amends an earlier filing to correct overstated numbers and reduces the reporting person's aggregate beneficial ownership by 424 shares from the prior report.

Positive

• Transparent disclosure of sell-to-cover transactions including weighted average price and trade range
• Amendment corrected an earlier overstatement, reducing aggregate beneficial ownership by 424 shares
• Post-transaction ownership figures provided, showing continuing large insider stake (>10 million shares)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover transactions disclosed and promptly corrected; shows standard executive tax-withholding behavior with transparent amendment.

The reported activity is consistent with executives selling shares to cover tax obligations when restricted stock units vest. The reporting person disclosed multiple small transactions aggregated for reporting and provided the weighted average price and trade range, which supports transparency. The subsequent amendment correcting an overstatement of 424 shares indicates attention to accuracy in required filings. This is a routine governance matter and does not indicate a change in control or strategic shift.

Securities Analyst

TL;DR: Insider sales were modest relative to total holdings and appear non-material to valuation; disclosed price range and totals allow quick market context.

The sales totaled 37,649 shares executed at roughly $7.90–$8.04 (weighted avg $7.9789), and the filing lists post-transaction beneficial ownership in excess of 10 million shares, suggesting these disposals are small relative to the reporting person's stake. The nature of the transactions (sell-to-cover for RSU tax withholding) reduces interpretation as a bearish signal. The amendment correcting a 424-share overstatement improves data reliability for investors and regulators.

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
08/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/29/2024

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	08/27/2024		S(1)		8,355	D	$7.9789(2)	10,482,656	D
Common Stock	08/27/2024		S(1)		14,016	D	$7.9789(2)	10,468,640	D
Common Stock	08/27/2024		S(1)		15,278	D	$7.9789(2)	10,453,362	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

Explanation of Responses:

1. The sales reported on this Form 4 represent shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

2. This transaction was executed in multiple trades at prices ranging from $7.90 to $8.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

On August 29, 2024, the reporting person filed a Form 4 which inadvertently reported incorrect numbers for the three transactions amended herein and overstated the reporting person's aggregate beneficial ownership by 424 shares. As reported in this amendment, and based on the updated numbers involved in the three transactions, the reporting person's beneficial ownership is decreased by 424 shares.

	/s/ Ryan Stahl, Attorney-in-Fact for Michael Praeger	08/19/2025
	** 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 did Michael Praeger (AVDX) sell and why?

He sold 37,649 common shares in sell-to-cover transactions to satisfy tax withholding obligations on vested restricted stock units.

At what prices were the AVDX shares sold?

The trades were executed at prices ranging from $7.90 to $8.04 with a weighted average sale price of $7.9789.

How much did the amendment change the reported ownership?

The Form 4/A corrected an earlier filing and decreased the reporting person's aggregate beneficial ownership by 424 shares.

How many shares did Praeger own after the reported transactions?

The filing shows post-transaction beneficial ownership figures of 10,482,656, 10,468,640 and 10,453,362 shares following each respective sale.

Do these transactions indicate a change in control or strategy at AVDX?

No. The filing states the sales were sell-to-cover transactions for tax withholding on RSU vesting, which is a routine executive action.