Sec Form 4 Filing - Drees Daniel @ AvidXchange Holdings, Inc. - 2025-10-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Drees Daniel
2. Issuer Name and Ticker or Trading Symbol
AvidXchange Holdings, Inc. [ AVDX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
C/O AVIDXCHANGE HOLDINGS, INC., 1210 AVIDXCHANGE LANE
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2025
(Street)
CHARLOTTE, NC28206
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 J 232,377 D 927,429 D
Common Stock 10/15/2025 D 927,429 D 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 3 ) 10/15/2025 D 32,650 ( 3 ) ( 3 ) Common Stock 32,650 ( 3 ) 0 D
Employee Stock Option (right to buy) $ 3.2125 10/15/2025 D 67,744 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 67,744 ( 4 ) ( 5 ) 0 D
Employee Stock Option (right to buy) $ 3.785 10/15/2025 D 38,600 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 38,600 ( 4 ) ( 5 ) 0 D
Employee Stock Option (right to buy) $ 8.04 10/15/2025 D 291,262 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 291,262 ( 4 ) ( 5 ) 0 D
Employee Stock Option (right to buy) $ 9 10/15/2025 D 272,727 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 272,727 ( 4 ) ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drees Daniel
C/O AVIDXCHANGE HOLDINGS, INC.
1210 AVIDXCHANGE LANE
CHARLOTTE, NC28206
President
Signatures
/s/ Ryan Stahl, Attorney-in-Fact for Daniel Drees 10/15/2025
Signature of Reporting Person Date
Explanation of Responses:
( 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.
( 2 )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").
( 3 )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.
( 4 )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.
( 5 )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.

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