AVDX insider reports rollover and cash-out at $10.00 per share
Rhea-AI Filing Summary
AvidXchange Holdings (AVDX) filed a Form 4 detailing insider transactions tied to its merger. At the Effective Time of the merger, each outstanding share of Common Stock was converted into the right to receive $10.00 in cash. The reporting officer (President) first transferred 232,377 shares via a rollover to Arrow Holdings 2025, Inc. and then to Arrow Parent 2025, L.P., per the rollover agreements. He then disposed of 927,429 shares for cash under the merger terms, resulting in zero common shares beneficially owned after the transactions.
Unvested RSUs covering 32,650 underlying shares were converted into cash awards based on the $10.00 per‑share consideration. Vested and certain unvested stock options were canceled and converted to cash based on the spread to $10.00, including option grants for 67,744 shares at $3.2125, 38,600 shares at $3.785, 291,262 shares at $8.04, and 272,727 shares at $9.00.
Positive
- None.
Negative
- None.
Insights
Insider equity rolled then cashed out at fixed $10.00 terms.
The filing shows a standard merger clean-up: common shares converted to a fixed cash price of $10.00 per share, with a preliminary rollover of 232,377 shares into the new holding structure before the cash-out of 927,429 shares. This aligns with customary rollover mechanics in sponsor-led acquisitions.
Equity awards were settled in cash: unvested RSUs (underlying 32,650 shares) became cash awards at the stated per‑share price. Vested and eligible unvested options were canceled for cash equal to the in‑the‑money amount versus $10.00, covering tranches at exercise prices of $3.2125, $3.785, $8.04, and $9.00. Actual proceeds follow the formula in the agreement.
From an investor lens, this is administrative confirmation of closing mechanics and award treatment; it does not change fundamentals. Subsequent filings may provide broader post‑closing capital structure details.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 32,650 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 67,744 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 38,600 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 291,262 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 272,727 | $0.00 | -- |
| Other | Common Stock | 232,377 | $0.00 | -- |
| Disposition | Common Stock | 927,429 | $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.
