BILL (BILL) Form 4: 79,931 Performance Stock Units Earned for CEO

Rhea-AI Filing Summary

BILL Holdings CEO and director Rene A. Lacerte had 79,931 performance-based restricted stock units (PSUs) deemed earned on 08/19/2025 after the Audit Committee certified achievement of performance criteria. Each PSU represents a conditional right to one share of common stock and will settle into 79,931 shares. The PSUs vest and settle over three years: one-third vests on August 28, 2025, and the remaining two-thirds vest quarterly over the next two years, subject to the Reporting Person's continued service. The Report was filed on Form 4 to disclose this non-derivative issuance.

Insights

Corporate Governance Expert

TL;DR: CEO equity award was earned and disclosed; vesting remains tied to service and prior performance certification.

The Form 4 records certification by the Audit Committee that performance targets were met, converting previously reported PSUs into earned awards totaling 79,931 PSUs for the CEO. The vesting schedule preserves retention incentives with one-third immediate scheduled vesting and the balance vesting quarterly over two years, aligning executive compensation with continued service. This disclosure is routine for earned long-term equity and does not by itself reveal new performance metrics or cash impacts.

Compensation Analyst

TL;DR: Material quantum of equity was earned; settlement is straightforward 1-for-1 PSUs to shares with multi-year service vesting.

The award consists of 79,931 PSUs, each convertible into one share, implying potential dilution if settled in shares. The graded vesting (1/3 then quarterly over two years) staggers share issuance and ties value realization to continued tenure. The filing states a $0 per-share price for the award because PSUs are earned rather than purchased; no cash transaction is reported. Absent additional context on total share count or outstanding dilution metrics, the direct financial effect cannot be quantified from this Form 4 alone.

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)
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		79,931		(3)	(3)	Common Stock	79,931	$0	79,931	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.

	/s/ Rajesh Aji, Attorney-in-Fact	08/21/2025
	** Signature of Reporting Person	Date
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