Form 4: AvidXchange Officer Disposes All Equity Post-Merger

Ryan Stahl, General Counsel of AvidXchange, reported the disposition of all his common stock and derivative securities following the company's merger at $10.00 per share.

Summary

• Ryan Stahl, General Counsel and Secretary, Senior Vice President of AvidXchange Holdings, Inc., reported transactions on October 15, 2025, related to the company's merger.
• AvidXchange Holdings, Inc. merged with Arrow Merger Sub 2025, Inc., becoming a wholly-owned subsidiary of Arrow Borrower 2025, Inc. (Parent).
• Stahl disposed of 134,652 shares of common stock through a rollover agreement, exchanging them for units in Arrow Parent 2025, L.P.
• Subsequently, Stahl disposed of 550,214 shares of common stock as part of the merger, where each outstanding share was converted into the right to receive $10.00 in cash.
• All 19,590 outstanding restricted stock units were automatically substituted and converted into a cash award based on the $10.00 merger consideration.
• All 174,757 outstanding vested employee stock options with an $8.04 exercise price were canceled and converted into a cash payment.
• All 127,272 outstanding unvested employee stock options with a $9.00 exercise price were substituted and converted into a cash award.
• Following these transactions, Ryan Stahl holds 0 shares of AvidXchange Holdings, Inc. common stock and no derivative securities.

Sentiment

Score: 7

Explanation: The filing reports the completion of a merger where the reporting person's equity holdings were converted to cash at a fixed price, indicating a successful exit for shareholders at the agreed-upon valuation.

Positives

• Shareholders, including the reporting person, received a fixed cash consideration of $10.00 per share for their common stock.
• Vested stock options and restricted stock units were converted into cash payments or awards, providing liquidity to equity holders.

Negatives

• The reporting person no longer holds any common stock or derivative securities in AvidXchange Holdings, Inc. following the merger.
• AvidXchange Holdings, Inc. is now a wholly-owned subsidiary, meaning its common stock is no longer publicly traded.

Risks

• The filing does not detail specific risks, but the completion of the merger eliminates investment risk in AvidXchange's public common stock for shareholders who received cash.

Future Outlook

The filing indicates the completion of a merger where AvidXchange Holdings, Inc. became a wholly-owned subsidiary, effectively privatizing the company. No forward-looking statements for the public entity are provided, as it no longer exists in its previous form.

Industry Context

The merger of AvidXchange Holdings, Inc. into a private entity reflects a broader trend of consolidation and private equity interest in the fintech sector. Such transactions often aim to unlock value or streamline operations away from public market scrutiny.

Corporate Governance

Related Party Transactions

• The rollover agreements involved certain officers of the Issuer, including the Reporting Person, Arrow Holdings 2025, Inc., and Arrow Parent 2025, L.P., where common stock was exchanged for units in the acquiring entity's structure.

Stakeholder Impact

• Shareholders received $10.00 in cash per share, providing a clear exit at a predetermined valuation.
• Employees holding equity (like the reporting person) had their stock options and restricted stock units converted into cash awards, providing liquidity for their holdings.

Key Dates

Keywords

AvidXchange, AVDX, Ryan Stahl, SEC Form 4, merger, stock disposition, restricted stock units, stock options, cash consideration, insider transaction, corporate governance