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BILL Holdings (NYSE: BILL) outlines advisory roles and pay for two departing executives

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

BILL Holdings, Inc. filed an amended report updating details around the previously announced departures of Chief Technology Officer Ken Moss and Executive Vice President and General Manager of Payments and Financial Services Mary Kay Bowman, effective June 30, 2026.

The amendment describes separation agreements under which both executives will continue serving the company in an advisory capacity through June 30, 2027. In exchange for advisory services and a release of claims, each will receive a fiscal 2026 executive bonus at target or actual achievement if higher, a lump sum payment equal to six months’ salary, and, through June 30, 2027, continued vesting of outstanding equity awards other than certain performance-based restricted stock units tied to relative stock price, plus company-paid COBRA insurance coverage and continued access to private executive medical benefits.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Executive departure effective date June 30, 2026 Effective date for departures of Ken Moss and Mary Kay Bowman
Advisory period end date June 30, 2027 End of advisory service period for both executives
Severance salary period Six months’ salary Lump sum payment for each executive under separation agreements
Bonus basis year Fiscal year 2026 Year for executive bonus at target or higher if actual achievement exceeds target
Separation Agreements financial
"the Company entered into separation agreements with each of Mr. Moss and Ms. Bowman (the “Separation Agreements”)"
performance-based restricted stock units financial
"excluding any performance-based restricted stock units determined by the Company’s relative stock price performance"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Consolidated Omnibus Budget Reconciliation Act of 1985 regulatory
"the cost of continued insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985"
release of claims financial
"in return for such advisory services and a release of claims, Mr. Moss and Ms. Bowman will each receive"
private executive medical benefits financial
"continued participation in the Company’s private executive medical benefits"
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6220 America Center Drive, Suite 100San JoseCalifornia0001786352TRUE5/22/202600017863522026-05-222026-05-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 8-K/A
(Amendment No. 1)
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2026
____________________________________
BILL Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
____________________________________
Delaware001-3914983-2661725
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)(IRS Employer
Identification No.)
6220 America Center Drive, Suite 100
San Jose, California
95002
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (650) 621-7700
(Former Name or Former Address, if Changed Since Last Report)
____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.00001 par valueBILLThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Explanatory Note.
On May 26, 2026, BILL Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing certain executive leadership and organizational updates, including the departure of Ken Moss, the Company’s Chief Technology Officer, and Mary Kay Bowman, the Company’s Executive Vice President and General Manager of Payments and Financial Services, from the Company, in each case effective as of June 30, 2026 (the “Effective Date”). The Original Form 8-K is being amended to disclose certain compensatory and advisory arrangements for Mr. Moss and Ms. Bowman made following the Effective Date.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2026, and June 15, 2026, respectively, the Company entered into separation agreements with each of Mr. Moss and Ms. Bowman (the “Separation Agreements”), which provide for their continued service to the Company through June 30, 2027 in an advisory capacity. Under the Separation Agreements, in return for such advisory services and a release of claims, Mr. Moss and Ms. Bowman will each receive the following compensation: (i) their fiscal year 2026 executive bonus plan payments at target achievement, or, if higher, actual fiscal 2026 achievement, (ii) a lump sum payment equal to six months’ salary, and (iii) through June 30, 2027, (A) continued vesting in outstanding equity awards (excluding any performance-based restricted stock units determined by the Company’s relative stock price performance), (B) the cost of continued insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 and (C) continued participation in the Company’s private executive medical benefits. The foregoing description of the Separation Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, a form of which will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending June 30, 2026, and is incorporated herein by reference.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BILL HOLDINGS, INC.
Date:June 17, 2026By:/s/ René Lacerte
René Lacerte
Chairman and Chief Executive Officer

FAQ

What executive changes does BILL (BILL) describe in this 8-K/A amendment?

BILL confirms the previously announced departures of Chief Technology Officer Ken Moss and EVP and GM of Payments and Financial Services Mary Kay Bowman effective June 30, 2026. The amendment focuses on their post-departure advisory roles and compensation arrangements rather than announcing new leadership changes.

How long will Ken Moss and Mary Kay Bowman advise BILL (BILL) after their departures?

Both executives will continue to serve BILL in an advisory capacity through June 30, 2027. This one-year advisory period follows their official separation date of June 30, 2026 and is established under individual separation agreements with the company.

What compensation will departing executives receive under BILL (BILL) separation agreements?

Each executive will receive a fiscal 2026 bonus at target or higher if actual performance exceeds target, a lump sum equal to six months’ salary, and, through June 30, 2027, continued equity vesting (with some exclusions), COBRA insurance coverage, and access to private executive medical benefits.

How are equity awards for BILL (BILL) executives treated after separation?

Through June 30, 2027, Ken Moss and Mary Kay Bowman will continue vesting in their outstanding equity awards. However, performance-based restricted stock units tied to the company’s relative stock price performance are excluded from this continued vesting treatment under the separation agreements.

Does BILL (BILL) provide ongoing health benefits to the departing executives?

Yes. Through June 30, 2027, the company will cover the cost of continued insurance under COBRA and allow continued participation in its private executive medical benefits program. These health-related benefits are part of the overall separation and advisory compensation package.

Where can investors find the full text of BILL (BILL) separation agreements?

BILL states that a form of the separation agreements will be filed as an exhibit to its Annual Report on Form 10-K for the fiscal year ending June 30, 2026. That 10-K filing will incorporate the agreements by reference for full detail.

Filing Exhibits & Attachments

3 documents