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AvidXchange Form 4: Director’s shares converted to $10 cash

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AvidXchange Holdings, Inc. (AVDX) director James E. Hausman reported merger-related share dispositions on Form 4 as Arrow Merger Sub 2025, Inc. merged into the company at the Effective Time. Each outstanding share of common stock was automatically converted into the right to receive $10.00 in cash, without interest, under the Merger Agreement.

The filing lists dispositions of 2,131,148 shares of common stock held directly and 720,000 shares held indirectly by the Hausman Family Trust, each reported as disposition transactions tied to the merger. Following these transactions, the reported holdings in both categories were 0 shares.

Positive

  • None.

Negative

  • None.

Insights

Merger closed; shares converted to $10.00 cash per share.

The Form 4 records compulsory dispositions triggered by the merger, not open-market trades. At the Effective Time, all outstanding AvidXchange common shares were converted into the right to receive $10.00 cash per share, consistent with the merger terms.

The filing specifies two blocks: 2,131,148 shares held directly and 720,000 shares held indirectly via the Hausman Family Trust. Post-transaction holdings are shown as 0, indicating the conversion’s completion for the reporting person. Cash consideration is to the holders under the agreement; no issuer proceeds are indicated.

Insider HAUSMAN JAMES E
Role Director
Type Security Shares Price Value
Disposition Common Stock 2,131,148 $0.00 --
Disposition Common Stock 720,000 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Hausman Family Trust)
Footnotes (1)
  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.
Form 4 Insider Transactions: What Each Field Means →
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*
HAUSMAN JAMES E
(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
Officer (give title below) Other (specify below)
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 2,131,148 D (1)(2) 0 D
Common Stock 10/15/2025 D 720,000 D (1) 0 I By Hausman Family Trust
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. 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.
/s/ Ryan Stahl, Attorney-in-Fact for James E Hausman 10/15/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did AVDX disclose in this Form 4?

A director reported merger-related dispositions where each common share was converted into the right to receive $10.00 in cash at the Effective Time.

How many AVDX shares were affected for the reporting person?

The filing lists 2,131,148 common shares held directly and 720,000 shares held indirectly by the Hausman Family Trust as disposed in the merger.

What was the consideration per AVDX share in the merger?

Each outstanding common share was converted into the right to receive $10.00 in cash, without interest.

What are the director’s AVDX holdings after the merger?

The Form 4 shows 0 shares held directly and 0 shares held indirectly following the reported transactions.

Did restricted stock units receive cash as well?

Unvested restricted stock units were converted into cash awards equal to shares underlying the RSU multiplied by $10.00, per the merger terms.

Was this an open-market sale of AVDX shares?

No. The dispositions reflect automatic conversion at the merger’s Effective Time, not market sales.