BILL Holdings (NYSE: BILL) COO details RSU and PSU stock vesting activity

Rhea-AI Filing Summary

BILL Holdings, Inc. Chief Operating Officer reported equity transactions involving company stock on Form 4 for activity dated 11/28/2025. The filing shows the settlement of previously granted restricted stock units (RSUs) and performance stock units (PSUs) into shares of common stock, reflecting equity compensation earned through continued service.

The report also discloses that 14,221 shares of common stock were withheld at a price of $50.15 per share to cover tax withholding obligations related to these vestings. After these transactions, the officer holds common stock directly and indirectly, including shares held through the Rettig Living Trust, where he and his spouse serve as co‑trustees.

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)
11/28/2025

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	11/28/2025		M		22,292	A	(1)	135,092	D
Common Stock	11/28/2025		M		5,710	A	(2)	140,802	D
Common Stock	11/28/2025		F		14,221(3)	D	$50.15	126,581	D
Common Stock								80,474	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)	11/28/2025		M			2,187	(5)	(5)	Common Stock	2,187	$0	0	D
Restricted Stock Unit	(1)	11/28/2025		M			4,287	(6)	(6)	Common Stock	4,287	$0	12,861	D
Restricted Stock Unit	(1)	11/28/2025		M			2,613	(7)	(7)	Common Stock	2,613	$0	18,289	D
Restricted Stock Unit	(1)	11/28/2025		M			7,122	(8)	(8)	Common Stock	7,122	$0	78,348	D
Performance Stock Units	(2)	11/28/2025		M			5,710	(9)	(9)	Common Stock	5,710	$0	39,964	D
Restricted Stock Unit	(1)	11/28/2025		M			6,083	(10)	(10)	Common Stock	6,083	$0	66,917	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 February 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, 2022, 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, 2023, subject to the continuing service of the Reporting Person on each vesting date.

8. 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.

9. 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.

10. 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	12/02/2025
	** 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 did BILL (BILL) disclose in this Form 4 filing?

The filing shows the COO of BILL Holdings, Inc. reporting equity compensation activity on 11/28/2025, including the vesting and settlement of restricted stock units and performance stock units into common stock, along with related tax withholding.

Who is the reporting person in this BILL (BILL) Form 4?

The reporting person is an officer of BILL Holdings, Inc., serving as the company’s Chief Operating Officer (COO), who reports changes in his beneficial ownership of the company’s common stock.

What type of securities are involved in the BILL (BILL) Form 4 transactions?

The transactions involve common stock of BILL Holdings, Inc., as well as derivative awards in the form of restricted stock units (RSUs) and performance stock units (PSUs), each representing a right to receive one share of common stock upon vesting.

Why were 14,221 BILL (BILL) shares reported as disposed of at $50.15?

The filing explains that 14,221 shares of BILL common stock were withheld and treated as a disposition at $50.15 per share to satisfy the reporting person’s tax withholding obligations in connection with the vesting of RSUs and PSUs.

How are indirect BILL (BILL) share holdings reported in this Form 4?

Indirect ownership is reported through the Rettig Living Trust U/A DTD 12/02/2020, where the reporting person and his spouse act as co‑trustees, and the trust holds shares of BILL common stock on their behalf.

How do the RSUs and PSUs for BILL (BILL) vest over time?

The RSUs generally vest in equal quarterly installments over three or four years from specified start dates, while the PSUs vest over three years, with one‑third vesting on August 28, 2025 and the remaining two‑thirds vesting quarterly over the following two years, subject to continued service.