BILL Holdings (NYSE: BILL) CTO reports stock units vesting and tax share withholding

Rhea-AI Filing Summary

BILL Holdings, Inc. Chief Technology Officer Kenneth A. Moss reported multiple equity award vesting and related share movements. On February 28, 2026, he acquired common stock through the exercise or conversion of restricted stock units and performance stock units, both at a stated price of $0.00 per share.

Some resulting common shares were withheld at $44.19 per share to cover tax obligations tied to these vestings, rather than sold in open-market transactions. A portion of the reported indirect holdings and related tax-withholding dispositions involves shares held by his spouse, for which he disclaims beneficial ownership except for any pecuniary interest.

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)
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		23,347	A	(1)	156,353	D
Common Stock	02/28/2026		M		1,983	A	(2)	158,336	D
Common Stock	02/28/2026		M		337	A	(1)	4,136	I	See Footnote(3)
Common Stock	02/28/2026		F		9,631(4)	D	$44.19	148,705	D
Common Stock	02/28/2026		F		141(4)	D	$44.19	3,995	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)	02/28/2026		M			8,373	(5)	(5)	Common Stock	8,373	$0	41,868	D
Performance Stock Units	(2)	02/28/2026		M			1,983	(6)	(6)	Common Stock	1,983	$0	11,894	D
Restricted Stock Units	(1)	02/28/2026		M			3,561	(7)	(7)	Common Stock	3,561	$0	35,613	D
Restricted Stock Units	(1)	02/28/2026		M			11,413	(8)	(8)	Common Stock	11,413	$0	22,825	D
Restricted Stock Units	(1)	02/28/2026		M			36	(9)	(9)	Common Stock	36	$0	73	I	See Footnote(3)
Restricted Stock Units	(1)	02/28/2026		M			60	(10)	(10)	Common Stock	60	$0	363	I	See Footnote(3)
Restricted Stock Units	(1)	02/28/2026		M			83	(11)	(11)	Common Stock	83	$0	834	I	See Footnote(3)
Restricted Stock Units	(1)	02/28/2026		M			158	(8)	(8)	Common Stock	158	$0	317	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, 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 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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/ Michael Dunn, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did BILL (BILL) CTO Kenneth Moss report in this Form 4?

Kenneth Moss reported equity award vesting activity at BILL, including exercises or conversions of restricted stock units and performance stock units into common stock. Some shares were then withheld to satisfy tax obligations, rather than sold on the open market, reflecting routine compensation-related transactions.

How many BILL (BILL) shares were used for tax withholding in this filing?

The filing shows tax-withholding dispositions of 9,631 directly held common shares and 141 indirectly held shares, both at a price of $44.19 per share. These were withheld to cover tax liabilities arising from equity vesting, not discretionary open-market sales by Kenneth Moss.

What types of equity awards vested for BILL (BILL) CTO Moss?

The transactions involve restricted stock units and performance stock units that converted into BILL common stock at a stated price of $0.00 per share. These awards vest over multi-year schedules with quarterly installments, conditioned on Moss’s continued service with the company on each vesting date.

How are the spouse’s BILL (BILL) shares treated in this Form 4?

Some indirect holdings and tax-withholding share dispositions relate to stock held by Kenneth Moss’s spouse. The filing states he disclaims beneficial ownership of those shares, except for any pecuniary interest, clarifying that certain positions and movements are attributed to the spouse’s holdings.

Do the BILL (BILL) Form 4 transactions indicate open-market buying or selling?

The reported actions are primarily exercises or conversions of equity awards and shares withheld for taxes, coded as M and F transactions. The filing does not show open-market purchases or discretionary sales, but rather automatic events tied to vesting and associated tax obligations.

What vesting schedules are disclosed for BILL (BILL) RSUs and PSUs?

Footnotes describe RSUs vesting in quarterly installments over one to four years, with some awards beginning on dates like November 28, 2022, 2023, and 2024. PSUs vest over three years, with one-third vesting on August 28, 2025 and the remainder quarterly over two years.