BILL Form 4: EVP receives 49,771 shares as PSUs vest and settle

Rhea-AI Filing Summary

Insider award vesting converted to shares: Mary Kay Bowman, an officer (EVP, Payments and Financial Services) of BILL Holdings, had 49,771 performance-based restricted stock units (PSUs) converted into 49,771 shares of common stock following certification that specified performance targets were met on 08/19/2025. Each PSU converts into one share and the shares are recorded as directly owned. The disclosure notes these PSUs were originally reported in September 2024 and will vest and settle over three years, with 1/3 vesting on 08/28/2025 and the remainder vesting quarterly over two years, subject to continued service.

Positive

• Performance criteria met as certified by the Audit Committee, resulting in PSUs being earned
• Alignment of pay with performance: PSUs convert 1-for-1 to common stock, tying compensation to shareholder value
• Retention mechanism remains in place as 2/3 of the award vests over two years conditioned on continued service

Negative

• Share issuance of 49,771 shares increases outstanding shares and may cause modest dilution to existing shareholders

Insights

Financial Analyst

TL;DR: Officer converted 49,771 PSUs to common shares after performance certification; modest dilution and alignment with performance-based pay.

This transaction reflects compensation tied directly to performance metrics, aligning management incentives with shareholder outcomes. The immediate issuance of 49,771 shares increases outstanding common shares but appears to be part of an established PSU program originally reported in 2024. Vesting schedule retains future service-based retention value for the reporting person as two-thirds remain subject to continued employment and quarterly vesting.

Corporate Governance Expert

TL;DR: Audit Committee certified performance results leading to PSU payout; governance process documented and settlement terms disclosed.

The filing documents that the Audit Committee certified achievement of the performance criteria, which triggered settlement of earned PSUs. Disclosure clarifies conversion ratio (one PSU equals one share) and a staggered vesting timetable, demonstrating a mix of immediate reward and retention-focused structure. The form is routine for executive compensation settlements and includes required direct ownership reporting.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bowman Mary Kay

(Last) (First) (Middle)

C/O BILL HOLDINGS, INC.

6220 AMERICA CENTER DR., SUITE 100

(Street)

SAN JOSE CA 95002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BILL Holdings, Inc. [ BILL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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

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
Performance Stock Units(1)	(2)	08/19/2025		A		49,771		(3)	(3)	Common Stock	49,771	$0	49,771	D

Explanation of Responses:

1. Represents performance-based restricted stock units ("PSUs") previously reported on September 18, 2024, that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Audit Committee of the Issuer's Board of Directors on August 19, 2025.

2. Each PSU represents a conditional right to receive one share of the Issuer's Common Stock.

3. The PSUs vest and settle over three years; 1/3rd vests on August 28, 2025, and thereafter the remaining 2/3rd will vest quarterly over two years, subject to the continuing service of the Reporting Person on each vesting date.

Remarks:

EVP, Payments and Financial Services

	/s/ Rajesh Aji, Attorney-in-Fact	08/21/2025
	** 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.

FAQ

What did Mary Kay Bowman report on the BILL Form 4?

Answer: She reported conversion of 49,771 performance-based restricted stock units into 49,771 shares of BILL common stock following certification of performance targets.

When were the PSUs certified as earned for BILL (BILL)?

Answer: The Audit Committee certified that the performance criteria were met on 08/19/2025, triggering the earned PSUs.

How do the PSUs convert into BILL common stock?

Answer: Each PSU represents a conditional right to receive one share of BILL common stock, a 1-for-1 conversion.

What is the vesting schedule for the PSUs reported by BILL?

Answer: The PSUs vest and settle over three years: 1/3 vests on 08/28/2025 and the remaining 2/3 vest quarterly over the following two years, subject to continued service.

Does this Form 4 indicate indirect ownership or direct ownership?

Answer: The reported 49,771 shares are listed as direct ownership by the reporting person.