[Form 4] BILL Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

John R. Rettig, COO of BILL Holdings, Inc. (BILL), reported the vesting and settlement of performance-based restricted stock units. On 08/19/2025 Rettig was credited with 68,512 Performance Stock Units (PSUs) that were earned under a prior PSU award. Each PSU represents the right to one share of common stock and the PSUs will settle into 68,512 shares of common stock. 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, subject to continued service. The report shows the shares as directly owned following the transaction.

Positive

• Performance criteria met: 68,512 PSUs were certified as earned by the Audit Committee, indicating achievement of the award's performance targets
• Structured vesting: Shares vest over three years, which aligns executive incentives with continued service and long-term performance

Negative

• Potential share issuance: Settlement of 68,512 PSUs will increase outstanding shares when vested/settled, which could modestly dilute existing shareholders (magnitude not provided)

Insights

Financial Analyst

TL;DR: Insider earned and will receive 68,512 shares from performance awards, reflecting achieved performance metrics.

The Form 4 documents the conversion of previously granted PSUs into an entitlement to 68,512 common shares following certification of performance by the audit committee on 08/19/2025. This is a non-cash compensation event rather than an open-market purchase or sale. The vesting schedule (one-third on 08/28/2025, then quarterly over two years) spreads potential share issuance and related dilution over time. Without company-wide share count context, the absolute impact on share count and per-share metrics cannot be quantified from this filing alone.

Corporate Governance Expert

TL;DR: Governance process appears standard: performance certification by the audit committee triggered PSU settlement.

The filing states that PSUs were certified as earned by the Audit Committee on 08/19/2025 and that settlement follows the award terms. This indicates the company executed its approved executive compensation plan and followed committee oversight. The form is administrative in nature and does not disclose changes to compensation policy, committee composition, or corrective actions.

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)
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		68,512		(3)	(3)	Common Stock	68,512	$0	68,512	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did John R. Rettig report on the Form 4 for BILL (BILL)?

The Form 4 reports that on 08/19/2025 Rettig was credited with 68,512 Performance Stock Units (PSUs) that were earned and will settle into 68,512 shares of common stock.

How do the reported PSUs for BILL vest and settle?

The PSUs vest and settle over three years: 1/3 vests on August 28, 2025, and the remaining 2/3 vest quarterly over the following two years, subject to continued service.

Was there any cash paid for the reported shares on the Form 4?

No cash payment is indicated; the report shows a $0 price for the underlying shares, reflecting earned performance awards rather than a purchase.

Does the Form 4 show whether the shares are held directly or indirectly?

Yes. The Form 4 indicates the 68,512 shares are held in a direct ownership form following the reported transaction.

Who certified the performance achievement that triggered the PSU settlement?

The filing states the Audit Committee of the Issuer's Board of Directors certified that the performance criteria were achieved on 08/19/2025.