BILL Holdings (BILL) CEO Lacerte details equity vesting and 15,889-share tax withholding

Rhea-AI Filing Summary

BILL Holdings CEO and director Rene A. Lacerte reported equity award activity on 11/28/2025. Restricted stock units and performance stock units converted into 24,624 and 6,661 shares of common stock, respectively, increasing his directly held shares to 92,054 and then 98,715 before tax withholding.

To cover tax obligations tied to these vestings, 15,889 shares were withheld at a price of $50.15, leaving him with 82,826 shares held directly. He also reports substantial indirect holdings through multiple family trusts and foundations, including 1,708,749 shares held by the Chung Lacerte Trust.

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^*

Lacerte Rene A.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025

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
Common Stock	11/28/2025		M		24,624	A	(1)	92,054	D
Common Stock	11/28/2025		M		6,661	A	(2)	98,715	D
Common Stock	11/28/2025		F		15,889(3)	D	$50.15	82,826	D
Common Stock								1,708,749	I	See footnote(4)
Common Stock								135,000	I	See footnote(5)
Common Stock								135,000	I	See footnote(5)
Common Stock								184,249	I	See footnote(6)
Common Stock								184,249	I	See footnote(7)
Common Stock								205,000	I	See footnote(8)
Common Stock								114,783	I	See footnote(9)

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)	11/28/2025		M			5,358	(10)	(10)	Common Stock	5,358	$0	16,077	D
Restricted Stock Unit	(1)	11/28/2025		M			3,657	(11)	(11)	Common Stock	3,657	$0	25,605	D
Restricted Stock Unit	(1)	11/28/2025		M			8,309	(12)	(12)	Common Stock	8,309	$0	91,406	D
Performance Stock Units	(2)	11/28/2025		M			6,661	(13)	(13)	Common Stock	6,661	$0	46,625	D
Restricted Stock Unit	(1)	11/28/2025		M			7,300	(14)	(14)	Common Stock	7,300	$0	80,300	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 tax withholding obligation in connection with the vesting of RSUs and PSUs.

4. The shares are held by Chung Lacerte Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.

5. The shares are held by a family trust with Rene A. Lacerte and Joyce A. Chung, as Trustors, and Rene A. Lacerte, Joyce A. Chung, and Daniel C. Chung, as Trustees.

6. The shares are held by a trust for which the Reporting Person and his spouse serve as trustees.

7. The shares are held by an additional trust for which the Reporting Person and his spouse serve as trustees.

8. The shares are held by the Makahakama Foundation.

9. The shares are held by Makahakama Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.

10. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2022, subject to the continuing service of the Reporting Person on each vesting date.

11. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2023, subject to the continuing service of the Reporting Person on each vesting date.

12. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2024, subject to the continuing service of the Reporting Person on each vesting date.

13. 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.

14. The RSUs vest in 12 equal quarterly installments over three years, beginning November 28, 2025, subject to the continuing service of the Reporting Person on each vesting date.

	/s/ Michael Dunn, Attorney-in-Fact	12/02/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did BILL (BILL) disclose for November 28, 2025?

On 11/28/2025, BILL Holdings CEO Rene A. Lacerte reported the vesting of restricted stock units and performance stock units that converted into 24,624 and 6,661 shares of common stock, along with related tax share withholding.

How many BILL Holdings shares were withheld for taxes in this transaction?

The filing shows that 15,889 shares of BILL Holdings common stock were withheld to satisfy tax withholding obligations, at a price of $50.15 per share, in connection with the vesting of RSUs and PSUs.

What is the CEO’s direct ownership in BILL Holdings after the reported transactions?

Following the reported vesting and tax withholding transactions, Rene A. Lacerte directly holds 82,826 shares of BILL Holdings common stock.

What indirect BILL Holdings shareholdings does Rene A. Lacerte report?

Rene A. Lacerte reports indirect ownership through several trusts and a foundation, including 1,708,749 shares held by the Chung Lacerte Trust U/A dated February 15, 2004, and additional blocks such as 205,000 shares held by the Makahakama Foundation.

How do BILL Holdings RSUs reported here vest over time?

Certain restricted stock units vest in 16 equal quarterly installments over four years, beginning on dates such as November 28, 2022, November 28, 2023, and November 28, 2024, subject to continued service.

What is the vesting schedule for the BILL Holdings performance stock units (PSUs)?

The performance stock units vest over three years: 1/3 vests on August 28, 2025, and the remaining 2/3 will vest quarterly over the following two years, subject to the CEO’s continuing service.

What new RSU grant schedule begins on November 28, 2025 for BILL Holdings’ CEO?

One RSU grant vests in 12 equal quarterly installments over three years, beginning on November 28, 2025, contingent on the continuing service of the reporting person on each vesting date.