What tax-related share withholding occurred for the BILL CTO?

The officer had 12,865 and 123 shares of BILL common stock withheld at $50.15 per share to cover tax withholding obligations from vesting RSUs and PSUs.

BILL Holdings (NYSE: BILL) CTO details RSU, PSU exercises and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

BILL Holdings, Inc. Chief Technology Officer, reported multiple equity award transactions dated 11/28/2025. Several restricted stock units (RSUs) and performance stock units (PSUs) were exercised (coded "M"), converting into shares of common stock, including 23,347 and 1,982 shares added to the officer’s direct holdings and 338 shares to indirect holdings through a spouse. The officer also had 12,865 and 123 shares of common stock withheld (coded "F") at a price of $50.15 per share to cover tax obligations tied to RSU and PSU vesting. Following these transactions, the officer continues to hold significant amounts of both common stock and unvested RSUs and PSUs that vest over multi-year schedules, subject to continued service.

Insider Trade Summary

25,667 shares exercised/converted

Mixed 13 txns

Insider Moss Kenneth A

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,374	$0.00	--
Exercise	Performance Stock Units	1,982	$0.00	--
Exercise	Restricted Stock Units	3,561	$0.00	--
Exercise	Restricted Stock Units	11,412	$0.00	--
Exercise	Restricted Stock Units	37	$0.00	--
Exercise	Restricted Stock Units	60	$0.00	--
Exercise	Restricted Stock Units	83	$0.00	--
Exercise	Restricted Stock Units	158	$0.00	--
Exercise	Common Stock	23,347	$0.00	--
Exercise	Common Stock	1,982	$0.00	--
Exercise	Common Stock	338	$0.00	--
Tax Withholding	Common Stock	12,865	$50.15	$645K
Tax Withholding	Common Stock	123	$50.15	$6K

Holdings After Transaction: Restricted Stock Units — 50,241 shares (Direct); Performance Stock Units — 13,877 shares (Direct); Restricted Stock Units — 109 shares (Indirect, See Footnote); Common Stock — 143,889 shares (Direct); Common Stock — 3,922 shares (Indirect, See Footnote)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Includes 164 shares of Common Stock acquired under the issuer's employee stock purchase plan on November 14, 2025. Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock. Represents shares held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose. Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs and PSUs. The RSUs vest as to 1/4th of the total shares on May 28, 2024, 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. 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. 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. 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. 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. 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

12/02/2025 - 04:07 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^*

Moss Kenneth A

(Last)

(First)

(Middle)

C/O BILL HOLDINGS, INC.

6220 AMERICA CENTER DR., SUITE 100

(Street)

SAN JOSE

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)
	Chief Technology Officer

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)
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	11/28/2025		M		23,347	A	⁽¹⁾	143,889⁽²⁾	D
Common Stock	11/28/2025		M		1,982	A	⁽³⁾	145,871	D
Common Stock	11/28/2025		M		338	A	⁽¹⁾	3,922	I	See Footnote⁽⁴⁾
Common Stock	11/28/2025		F		12,865⁽⁵⁾	D	$50.15	133,006	D
Common Stock	11/28/2025		F		123⁽⁵⁾	D	$50.15	3,799	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)
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 Units	⁽¹⁾	11/28/2025		M			8,374	⁽⁶⁾	⁽⁶⁾	Common Stock	8,374	$0	50,241	D
Performance Stock Units	⁽³⁾	11/28/2025		M			1,982	⁽⁷⁾	⁽⁷⁾	Common Stock	1,982	$0	13,877	D
Restricted Stock Units	⁽¹⁾	11/28/2025		M			3,561	⁽⁸⁾	⁽⁸⁾	Common Stock	3,561	$0	39,174	D
Restricted Stock Units	⁽¹⁾	11/28/2025		M			11,412	⁽⁹⁾	⁽⁹⁾	Common Stock	11,412	$0	34,238	D
Restricted Stock Units	⁽¹⁾	11/28/2025		M			37	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	37	$0	109	I	See Footnote⁽⁴⁾
Restricted Stock Units	⁽¹⁾	11/28/2025		M			60	⁽¹¹⁾	⁽¹¹⁾	Common Stock	60	$0	423	I	See Footnote⁽⁴⁾
Restricted Stock Units	⁽¹⁾	11/28/2025		M			83	⁽¹²⁾	⁽¹²⁾	Common Stock	83	$0	917	I	See Footnote⁽⁴⁾
Restricted Stock Units	⁽¹⁾	11/28/2025		M			158	⁽⁹⁾	⁽⁹⁾	Common Stock	158	$0	475	I	See Footnote⁽⁴⁾

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 164 shares of Common Stock acquired under the issuer's employee stock purchase plan on November 14, 2025.

3. Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.

4. Represents shares held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose.

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

6. The RSUs vest as to 1/4th of the total shares on May 28, 2024, 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.

7. 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.

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 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.

10. 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.

11. 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.

12. 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.

	/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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BILL (BILL) disclose in this Form 4?

The filing shows the Chief Technology Officer exercised RSUs and PSUs into common stock and had a portion of the resulting shares withheld to satisfy tax obligations on 11/28/2025.

How many BILL common shares were acquired through equity awards on 11/28/2025?

The officer acquired common stock through multiple equity award exercises, including 23,347 and 1,982 shares added to direct holdings and 338 shares to indirect holdings via a spouse.

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

The RSUs and PSUs vest over multi-year schedules, generally in quarterly or annual installments over one to four years, and remain subject to the officer’s continued service on each vesting date.

Are any BILL shares held indirectly by the reporting person?

Yes. Some shares are held by the officer’s spouse. The officer disclaims beneficial ownership of those shares except to the extent of any pecuniary interest.

What is the role of the reporting person at BILL Holdings, Inc.?

The reporting person is an officer of BILL Holdings, Inc., serving as the Chief Technology Officer.