Form 4: CFO Wilhite Sells AVDX Shares Post-Merger

AvidXchange Holdings CFO Joel Wilhite disposed of all his common stock, restricted stock units, and stock options following the company's merger into a wholly-owned subsidiary of Arrow Borrower 2025, Inc. for $10.00 per share.

Summary

• Joel Wilhite, Chief Financial Officer and Senior Vice President of AvidXchange Holdings, Inc. (AVDX), reported the disposal of all his beneficial ownership in the company's securities.
• The disposal occurred on October 15, 2025, as a result of a merger agreement dated May 6, 2025.
• Under the merger, AvidXchange Holdings, Inc. became a wholly-owned subsidiary of Arrow Borrower 2025, Inc. (referred to as "Parent").
• Each outstanding share of Common Stock was automatically converted into the right to receive $10.00 in cash, without interest (the "Merger Consideration").
• Unvested restricted stock units were automatically substituted and converted into a cash award equal to the product of the aggregate number of shares underlying such units multiplied by the $10.00 Merger Consideration.
• Vested stock options were automatically canceled and terminated, converted into a cash payment equal to the number of shares subject to such options multiplied by the excess of the $10.00 Merger Consideration over the exercise price per share.
• Unvested stock options with an exercise price less than the Merger Consideration were substituted and converted into a cash award based on the number of shares subject to such options multiplied by the excess of the $10.00 Merger Consideration over the exercise price.
• Following these transactions, Joel Wilhite holds 0 shares of Common Stock, Restricted Stock Units, and Employee Stock Options.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. While the company is no longer public, the merger provided a definitive cash exit for shareholders at a fixed price. For the reporting person, it represents a successful realization of value from their equity holdings.

Positives

• The merger provided a clear cash exit for shareholders at a fixed price of $10.00 per share.
• Joel Wilhite realized cash value from his equity holdings, including common stock, restricted stock units, and stock options, as a result of the merger.

Negatives

• AvidXchange Holdings, Inc. is no longer publicly traded, having become a wholly-owned subsidiary, which removes investment opportunities for public shareholders.
• The disposal of all securities by a key executive signifies the completion of the company's public life.

Risks

• No specific new risks are mentioned in this Form 4, as it reports a completed transaction. Risks associated with the merger would have been disclosed in prior regulatory filings related to the merger agreement.

Future Outlook

The filing reports a completed merger, resulting in AvidXchange Holdings, Inc. becoming a private entity. Therefore, there are no forward-looking statements or guidance provided regarding the public company's future operations.

Industry Context

This filing reflects a broader industry trend of public companies being acquired and taken private, often by private equity firms. Such transactions typically occur when a company's public market valuation is perceived as undervalued or when strategic changes are better executed outside the scrutiny of public markets. This particular transaction involves a B2B payment automation company, a sector that has seen significant M&A activity.

Comparison to Industry Standards

• The $10.00 per share merger consideration would typically be assessed against AvidXchange's historical stock price performance, analyst price targets, and the valuations of comparable publicly traded fintech or payment processing companies at the time of the merger announcement (May 6, 2025).
• A detailed analysis would compare the premium paid over the pre-announcement share price to industry averages for similar M&A deals in the software or financial technology sector.
• Specific comparable companies for valuation analysis could include Bill.com (BILL), previously acquired Coupa Software (COUP), or other B2B payment automation providers to benchmark the acquisition price.

Stakeholder Impact

• Shareholders: Received $10.00 cash per share, concluding their investment in the public company.
• Employees: Equity awards (restricted stock units and stock options) were converted into cash awards or payments, providing liquidity for employee equity holders. The filing does not detail broader employment impacts.
• Customers and Suppliers: No direct impact on customer or supplier relationships is mentioned in this filing, though a change in ownership could lead to strategic shifts over time.

Next Steps

• For former public shareholders, the next step was the receipt of the $10.00 cash consideration per share.
• For AvidXchange Holdings, Inc., its operations will continue as a wholly-owned private subsidiary of Arrow Borrower 2025, Inc.

Key Dates

Keywords

AvidXchange Holdings, AVDX, Merger, Form 4, Insider Transaction, Joel Wilhite, CFO, Stock Disposal, Cash Merger, Private Equity Acquisition