RSU and PSU vesting boosts BILL Holdings, Inc. (BILL) insider stake

Rhea-AI Filing Summary

BILL Holdings, Inc. officer Mary Kay Bowman reported multiple equity award transactions. On February 28, 2026, she acquired shares of common stock through the exercise or conversion of restricted stock units (RSUs) and performance stock units (PSUs), with no cash paid per share in those conversions.

The filing shows RSUs and PSUs that each represent a right to receive one share of common stock, vesting over one to three years starting on August 28, 2025 and November 28, 2025, subject to continued service. It also reports a disposition of 5,063 shares of common stock at $44.19 per share to cover tax withholding obligations tied to the vesting of these units.

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

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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)
02/28/2026

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
Common Stock	02/28/2026		M		14,788	A	(1)	56,716	D
Common Stock	02/28/2026		M		4,147	A	(2)	60,863	D
Common Stock	02/28/2026		F		5,063(3)	D	$44.19	55,800	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 (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
Restricted Stock Unit	(1)	02/28/2026		M			7,451	(4)	(4)	Common Stock	7,451	$0	74,508	D
Performance Stock Units	(2)	02/28/2026		M			4,147	(5)	(5)	Common Stock	4,147	$0	24,884	D
Restricted Stock Units	(1)	02/28/2026		M			7,337	(6)	(6)	Common Stock	7,337	$0	14,673	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.

3. Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs and PSUs.

4. The RSUs vest as to 1/4th of the total shares on August 28, 2025, and thereafter 1/16th of the total shares vest quarterly over three years, subject to the continued service of the Reporting Person on each vesting date.

5. The PSUs vest 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.

6. The RSUs vest in 4 equal quarterly installments over one year, beginning November 28, 2025, subject to the continuing service of the Reporting Person on each vesting date.

Remarks:

EVP, Payments and Financial Services

	/s/ Michael Dunn, Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What did Mary Kay Bowman report in the BILL (BILL) Form 4 filing?

Mary Kay Bowman reported equity award activity involving RSUs, PSUs, and common stock. She acquired shares through derivative exercises and had shares withheld to cover taxes related to vesting, reflecting routine compensation and tax-withholding mechanics rather than open-market buying or selling.

Did the BILL (BILL) insider buy or sell shares on the open market?

The Form 4 does not show open-market purchases or sales. It reports share acquisitions from RSU and PSU conversions and a disposition of 5,063 shares at $44.19 per share strictly to satisfy tax withholding obligations triggered by the vesting of those equity awards.

How many BILL (BILL) shares were acquired through equity awards?

The filing shows several award-related acquisitions. These include 7,451 restricted stock units, 4,147 performance stock units, and 7,337 additional restricted stock units, each converting into common stock as part of the officer’s equity compensation program on February 28, 2026.

What vesting schedule applies to the RSUs reported by BILL (BILL)?

One RSU grant vests 1/4 of shares on August 28, 2025, with 1/16 vesting quarterly over three years. Another RSU grant vests in four equal quarterly installments over one year, beginning on November 28, 2025, subject to continued service.

How do the PSUs granted by BILL (BILL) vest for the insider?

The performance stock units vest over three years. According to the disclosure, 1/3 of the PSUs vest on August 28, 2025, and the remaining 2/3 vest quarterly over the following two years, conditioned on the reporting person’s continued service at each vesting date.

Why were 5,063 BILL (BILL) shares disposed of in the Form 4?

The 5,063-share disposition at $44.19 per share was used to satisfy tax withholding obligations. These shares were withheld in connection with the vesting of RSUs and PSUs, a common method companies use to handle employees’ tax liabilities on equity compensation.