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

Securities Analyst

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.

Corporate Governance Expert

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.

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^*

Moss Kenneth 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		M		30,929	A	(1)	132,182	D
Common Stock	08/28/2025		M		7,930	A	(2)	140,112	D
Common Stock	08/28/2025		M		212	A	(1)	3,673	I	See Footnote(3)
Common Stock	08/28/2025		F		19,734(4)	D	$49.2	120,378	D
Common Stock	08/28/2025		F		89(4)	D	$49.2	3,584	I	See Footnote(3)

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 Units	(1)	08/28/2025		M			8,373	(5)	(5)	Common Stock	8,373	$0	58,615	D
Restricted Stock Units	(1)	08/28/2025		M			3,562	(6)	(6)	Common Stock	3,562	$0	42,735	D
Restricted Stock Units	(1)	08/28/2025		M			18,994	(7)	(7)	Common Stock	18,994	$0	18,993	D
Performance Stock Units	(2)	08/28/2025		M			7,930	(8)	(8)	Common Stock	7,930	$0	15,859	D
Restricted Stock Units	(1)	08/28/2025		M			31	(9)	(9)	Common Stock	31	$0	0	I	See Footnote(3)
Restricted Stock Units	(1)	08/28/2025		M			36	(10)	(10)	Common Stock	36	$0	146	I	See Footnote(3)
Restricted Stock Units	(1)	08/28/2025		M			61	(11)	(11)	Common Stock	61	$0	483	I	See Footnote(3)
Restricted Stock Units	(1)	08/28/2025		M			84	(12)	(12)	Common Stock	84	$0	1,000	I	See Footnote(3)

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 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.

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

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

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.

	/s/ Rajesh Aji, Attorney-in-Fact	09/02/2025
	** 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).
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FAQ

What transactions did Kenneth A. Moss report on Form 4 for BILL (BILL)?

The Form 4 reports multiple RSU and PSU grants and a tax-withholding sale on 08/28/2025, including a 19,734-share disposal at $49.20 per share.

How many shares does the reporting person directly beneficially own after the transactions?

Following the reported transactions, the reporting person directly beneficially owns 120,378 shares.

How many performance stock units (PSUs) were granted to the reporting person?

The Form 4 shows 7,930 PSUs granted on 08/28/2025, with vesting over three years as described.

Were any shares disclosed as held indirectly?

Yes. The filing discloses 3,584 shares and several small RSU balances as held by the reporting person’s spouse, with a disclaimer of beneficial ownership.

Do the filings indicate unusual insider selling?

No. The only disposal disclosed is a tax-withholding sale to satisfy tax obligations on vested awards, which is routine for equity compensation.