Equity awards vest for BILL (NYSE: BILL) COO Rettig, shares withheld

Rhea-AI Filing Summary

BILL Holdings, Inc. COO John R. Rettig reported multiple equity award vesting transactions dated February 28, 2026. He acquired common stock through the conversion of restricted stock units (RSUs) and performance stock units (PSUs), including 20,105 shares of common stock from derivative exercises and 5,710 shares from PSUs. To cover tax obligations tied to these vestings, 9,870 common shares were disposed of at $44.19 per share through share withholding rather than an open-market sale. Following these transactions, Rettig held 142,526 shares of common stock directly, with an additional 69,974 common shares held indirectly by the Rettig Living Trust, where he and his spouse serve as co‑trustees. The RSU and PSU awards vest over multi‑year schedules, primarily in equal quarterly installments, contingent on his continued service with the company.

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^*

Rettig John R.

(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)
	COO

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		20,105	A	(1)	146,686	D
Common Stock	02/28/2026		M		5,710	A	(2)	152,396	D
Common Stock	02/28/2026		F		9,870(3)	D	$44.19	142,526	D
Common Stock								69,974	I	See footnote(4)

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)	02/28/2026		M			4,287	(5)	(5)	Common Stock	4,287	$0	8,574	D
Restricted Stock Unit	(1)	02/28/2026		M			2,612	(6)	(6)	Common Stock	2,612	$0	15,677	D
Restricted Stock Unit	(1)	02/28/2026		M			7,123	(7)	(7)	Common Stock	7,123	$0	71,225	D
Performance Stock Units	(2)	02/28/2026		M			5,710	(8)	(8)	Common Stock	5,710	$0	34,254	D
Restricted Stock Unit	(1)	02/28/2026		M			6,083	(9)	(9)	Common Stock	6,083	$0	60,834	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 the tax withholding obligation in connection with the vesting of RSUs and PSUs.

4. The shares are held by the Rettig Living Trust U/A DTD 12/02/2020, of which the Reporting Person and his spouse are co-trustees.

5. 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.

6. 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.

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 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 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	03/03/2026
	** 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 insider activity did BILL COO John R. Rettig report on this Form 4 for BILL?

John R. Rettig reported equity award vesting activity, converting RSUs and PSUs into BILL common stock. The filing also shows shares withheld to pay related tax obligations, rather than discretionary open-market purchases or sales of BILL Holdings, Inc. stock.

How many BILL common shares were withheld for taxes in Rettig’s latest Form 4?

The filing shows 9,870 BILL common shares were disposed of at $44.19 per share. These shares were withheld to satisfy tax withholding obligations arising from the vesting of RSUs and PSUs, rather than sold as a discretionary open‑market transaction.

What are John R. Rettig’s direct BILL common stock holdings after these transactions?

After the reported equity award vesting and tax withholding transactions, John R. Rettig directly holds 142,526 shares of BILL common stock. This figure reflects his direct ownership position following the derivative exercises and the shares withheld for related tax obligations.

How many BILL shares are held indirectly for Rettig, and through what entity?

The Form 4 shows 69,974 BILL common shares held indirectly by the Rettig Living Trust U/A DTD 12/02/2020. John R. Rettig and his spouse are co‑trustees of this trust, which holds these shares separately from his directly owned holdings.

How do Rettig’s RSUs in BILL vest according to this Form 4 disclosure?

Several RSU grants vest in equal quarterly installments over multi‑year periods starting November 28, 2022, 2023, 2024 and 2025. Each vesting is subject to Rettig’s continuing service with BILL Holdings, Inc. on the applicable vesting dates, as described in the footnotes.

What vesting schedule applies to John Rettig’s performance stock units (PSUs) in BILL?

The PSUs vest over three years: one‑third vests on August 28, 2025, and the remaining two‑thirds vest quarterly over the following two years. Each vesting tranche is conditioned on Rettig’s continued service with BILL Holdings, Inc. at each vesting date.

Did this BILL Form 4 show open-market buying or selling by COO John Rettig?

The transactions reflect derivative exercises of RSUs and PSUs and a tax‑withholding share disposition, not open‑market trading. Shares were withheld to cover tax obligations tied to vesting rather than being freely bought or sold on the public market.