BILL Holdings (BILL) EVP reports RSU and PSU vesting and tax share withholding

Rhea-AI Filing Summary

BILL Holdings, Inc. reported equity transactions by an executive officer related to the vesting and exercise of stock-based awards on 11/28/2025. The officer acquired 14,786 shares of common stock through the vesting of restricted stock units and 4,148 shares through the vesting of performance stock units, then had 7,652 shares withheld to cover tax obligations at a price of $50.15 per share. After these transactions, the officer directly owned 41,928 shares of common stock.

In addition, derivative holdings tied to stock awards were updated. Following the reported activity, the officer held 81,959 restricted stock units, 29,031 performance stock units, and 22,010 additional restricted stock units. These RSUs and PSUs vest between August 28, 2025 and later dates over one to three years, contingent on 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^*

Bowman Mary Kay

(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)
	See Remarks

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		14,786	A	(1)	45,432	D
Common Stock	11/28/2025		M		4,148	A	(2)	49,580	D
Common Stock	11/28/2025		F		7,652(3)	D	$50.15	41,928	D

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			7,450	(4)	(4)	Common Stock	7,450	$0	81,959	D
Performance Stock Units	(2)	11/28/2025		M			4,148	(5)	(5)	Common Stock	4,148	$0	29,031	D
Restricted Stock Units	(1)	11/28/2025		M			7,336	(6)	(6)	Common Stock	7,336	$0	22,010	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 RSUs vest as to 1/4th of the total shares on August 28, 2025, 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.

5. 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.

6. 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.

Remarks:

EVP, Payments and Financial Services

	/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 insider transaction did BILL (BILL) report in this Form 4?

An executive officer of BILL Holdings, Inc. reported the vesting and exercise of restricted stock units and performance stock units on 11/28/2025, along with shares withheld to cover taxes.

How many BILL Holdings (BILL) shares does the reporting person own after the transaction?

Following the reported transactions, the executive directly owned 41,928 shares of BILL Holdings, Inc. common stock.

What equity awards vested for the BILL (BILL) executive on 11/28/2025?

On 11/28/2025, 14,786 shares vested from restricted stock units and 4,148 shares vested from performance stock units, each representing rights to receive one share of common stock.

Why were some BILL (BILL) shares disposed of in this Form 4?

The Form 4 states that 7,652 shares were withheld and disposed of at $50.15 per share to satisfy tax withholding obligations related to the vesting of RSUs and PSUs.

What unvested restricted stock units does the BILL (BILL) executive still hold?

After the transactions, the executive held 81,959 restricted stock units and an additional 22,010 restricted stock units, which vest over future periods subject to continued service.

What performance stock units remain outstanding for the BILL (BILL) executive?

The executive beneficially owned 29,031 performance stock units after the reported transaction, each representing a conditional right to receive one share of common stock.

What is the vesting schedule for the BILL (BILL) stock awards in this Form 4?

One RSU grant vests 1/4 on August 28, 2025 and then quarterly over three years, the PSU grant vests 1/3 on August 28, 2025 and quarterly over two years, and another RSU grant vests in four equal quarterly installments beginning November 28, 2025, all subject to continued service.