Were Michael Cieri’s BILL (BILL) share sales part of a pre-planned program?

Yes, the filing states the sales were executed under a Rule 10b5-1 trading plan adopted on December 2, 2025. Such plans pre-schedule transactions, reducing the significance of short-term market timing in interpreting insider selling activity.

BILL Holdings (NYSE: BILL) CPO sells 32,875 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

BILL Holdings, Inc. Chief Product Officer Michael Cieri reported a combination of equity compensation vesting and planned share sales. On May 28, 2026, he exercised 51,591 Restricted Stock Units (RSUs), receiving the same number of common shares, with 18,716 shares withheld to cover tax obligations tied to the RSU vesting.

On May 29, 2026, he sold a total of 32,875 shares of common stock in open-market transactions at weighted average prices around the mid-$30s per share, in price ranges from $35.08 to $37.15. The sales were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on December 2, 2025, indicating they were scheduled in advance rather than timed discretionarily.

Insider Trade Summary 10b5-1

Net Seller: 32,875 shares ($1,204,663)

Net Sell 6 txns

Insider Cieri Michael

Role Chief Product Officer

Sold 32,875 shs ($1.20M)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,600	$35.6847	$200K
Sale	Common Stock	23,775	$36.8026	$875K
Sale	Common Stock	3,500	$37.0992	$130K
Exercise	Restricted Stock Unit	51,591	$0.00	--
Exercise	Common Stock	51,591	$0.00	--
Tax Withholding	Common Stock	18,716	$34.85	$652K

Holdings After Transaction: Common Stock — 28,272 shares (Direct, null); Restricted Stock Unit — 154,770 shares (Direct, null)

Footnotes (1)

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Includes 540 shares of the Issuer's Common Stock acquired under the Issuer's employee stock purchase plan on November 14, 2025, and 457 shares of the Issuer's Common Stock acquired under the Issuer's employee stock purchase plan on May 15, 2026. Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.08 to $36.06 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.08 to $37.07 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.08 to $37.15 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The RSUs vest as to 1/4th of the total shares on May 28, 2026, 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.

Key Figures

Shares sold: 32,875 shares RSUs exercised: 51,591 shares Tax withholding shares: 18,716 shares +2 more

5 metrics

Shares sold 32,875 shares Open-market sales on May 29, 2026

RSUs exercised 51,591 shares RSU conversion to common stock on May 28, 2026

Tax withholding shares 18,716 shares Shares withheld to satisfy tax obligations on RSU vesting

Sale price range (lower) $35.08–$36.06 One tranche of sales weighted-average price range

Sale price range (higher) $36.08–$37.15 Additional tranches of sales weighted-average price ranges

Key Terms

Restricted Stock Unit, Rule 10b5-1 trading plan, tax withholding obligation, weighted average price, +1 more

5 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Rule 10b5-1 trading plan financial

"The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

tax withholding obligation financial

"Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs."

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

vesting financial

"The RSUs vest as to 1/4th of the total shares on May 28, 2026, and thereafter 1/16th of the total shares vest quarterly over three years"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 04:05 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Cieri Michael

(Last)

(First)

(Middle)

C/O BILL HOLDINGS, INC.

6220 AMERICA CENTER DRIVE, SUITE 100

(Street)

SAN JOSE

CALIFORNIA

95002

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2026		M		51,591	A	⁽¹⁾	52,588⁽²⁾	D
Common Stock	05/28/2026		F		18,716⁽³⁾	D	$34.85	33,872	D
Common Stock	05/29/2026		S⁽⁴⁾		5,600	D	$35.6847⁽⁵⁾	28,272	D
Common Stock	05/29/2026		S⁽⁴⁾		23,775	D	$36.8026⁽⁶⁾	4,497	D
Common Stock	05/29/2026		S⁽⁴⁾		3,500	D	$37.0992⁽⁷⁾	997	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/28/2026		M			51,591	⁽⁸⁾	⁽⁸⁾	Common Stock	51,591	$0	154,770	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. Includes 540 shares of the Issuer's Common Stock acquired under the Issuer's employee stock purchase plan on November 14, 2025, and 457 shares of the Issuer's Common Stock acquired under the Issuer's employee stock purchase plan on May 15, 2026.

3. Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs.

4. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.08 to $36.06 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.08 to $37.07 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.08 to $37.15 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The RSUs vest as to 1/4th of the total shares on May 28, 2026, 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.

	/s/ Michael Dunn, Attorney-in-Fact	06/01/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did BILL (BILL) Chief Product Officer Michael Cieri report in this Form 4?

Michael Cieri reported RSU vesting, tax withholding, and subsequent share sales. He exercised 51,591 Restricted Stock Units into common shares, had 18,716 shares withheld for taxes, and sold 32,875 shares in open-market trades at prices in the mid-$30s per share.

How many BILL (BILL) shares did Michael Cieri sell and at what prices?

Michael Cieri sold 32,875 shares of BILL common stock. The trades occurred at weighted average prices with ranges between $35.08 and $37.15 per share, reflecting multiple transactions grouped into three disclosed weighted-average price levels.

What RSU vesting activity did Michael Cieri report for BILL (BILL)?

He reported the vesting and exercise of 51,591 Restricted Stock Units, each representing one share of BILL common stock. A portion of the resulting shares was withheld to satisfy tax obligations, with the remaining shares available for sale or continued holding.

How were taxes handled on Michael Cieri’s BILL (BILL) RSU vesting?

To cover tax obligations from the RSU vesting, 18,716 shares of BILL common stock were withheld. This tax-withholding disposition, coded “F,” is not an open-market sale but an issuer withholding mechanism tied to equity compensation events.

What is the vesting schedule for Michael Cieri’s BILL (BILL) RSUs mentioned here?

The RSUs vest as to one-quarter of the total shares on May 28, 2026. The remaining three-quarters then vest in equal one-sixteenth installments quarterly over three years, subject to Michael Cieri’s continued service with the company at each vesting date.