BILL Insider Filing: Large RSU/PSU Grants to CTO and Tax-Withholding Sale
Rhea-AI Filing Summary
BILL Holdings insider transactions by Kenneth A. Moss, Chief Technology Officer: The Form 4 shows multiple grants and a tax-withholding sale on 08/28/2025. The reporting person received restricted stock units (RSUs) totaling 69,313 underlying shares granted or added across several award tranches and performance stock units (PSUs) of 7,930 PSUs. Following the reported transactions, Mr. Moss directly beneficially owns 120,378 shares and indirectly owns shares held by his spouse totaling 3,584 shares disclosed here. A disposal of 19,734 shares occurred as a tax-withholding sale at $49.20 per share. Vesting schedules are described for each award, with some RSUs and PSUs vesting in installments over one to four years and specified future vesting dates.
Positive
- Significant equity awards (RSUs and PSUs totaling tens of thousands of shares) demonstrate management retention incentives
- Clear disclosure of vesting schedules and tax-withholding sale indicates transparency and standard compensation practice
Negative
- Tax-withholding disposal of 19,734 shares reduced direct holdings and represents immediate dilution to the reporting person
- Some beneficial ownership is indirect via spouse, with a disclaimer that may slightly complicate straightforward ownership attribution
Insights
TL;DR Substantial equity grants to the CTO, with a routine tax-withholding sale; ownership increases but largely time- and service-vested.
The report indicates material equity compensation activity rather than open-market buying or selling for investment. The bulk of added shares are RSUs and PSUs subject to service-based vesting schedules, which aligns management retention incentives. The tax-withholding sale (19,734 shares at $49.20) is customary when awards vest. Direct beneficial ownership of 120,378 shares post-transactions is meaningful for governance alignment but does not directly signal discretionary insider trading.
TL;DR Compensation-driven equity grants and spouse-held shares disclosed; disclosure appears complete and conforms to standard Section 16 reporting.
The Form 4 discloses multiple RSU and PSU grants with explicit vesting schedules and a disclosure that some shares are held by the reporting person’s spouse, with the reporting person disclaiming beneficial ownership except for pecuniary interest. The presence of withheld shares to satisfy taxes and clear footnoting of vesting terms suggests routine executive compensation mechanics and appropriate transparency for insiders under the Exchange Act.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,373 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,562 | $0.00 | -- |
| Exercise | Restricted Stock Units | 18,994 | $0.00 | -- |
| Exercise | Performance Stock Units | 7,930 | $0.00 | -- |
| Exercise | Restricted Stock Units | 31 | $0.00 | -- |
| Exercise | Restricted Stock Units | 36 | $0.00 | -- |
| Exercise | Restricted Stock Units | 61 | $0.00 | -- |
| Exercise | Restricted Stock Units | 84 | $0.00 | -- |
| Exercise | Common Stock | 30,929 | $0.00 | -- |
| Exercise | Common Stock | 7,930 | $0.00 | -- |
| Exercise | Common Stock | 212 | $0.00 | -- |
| Tax Withholding | Common Stock | 19,734 | $49.20 | $971K |
| Tax Withholding | Common Stock | 89 | $49.20 | $4K |
Footnotes (1)
- Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock. Represents shares held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose. Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs and PSUs. The RSUs vest as to 1/4th of the total shares on May 28, 2024, 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. 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. The RSUs vest as to 50% of the total shares on on August 28, 2025, and 50% on August 28, 2026 over two years, subject to the continued service of the Reporting Person on each vesting date. 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. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2021, subject to the continuing service of the Reporting Person on each vesting date. 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. 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. 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.
