Insider Filing: Rene Lacerte Reports RSUs/PSUs and Open-Market Trades for BILL

Rhea-AI Filing Summary

Rene A. Lacerte, CEO and Director of BILL Holdings, Inc., reported multiple open-market and equity award transactions dated 08/28/2025. The filing shows acquisitions of 20,113 and 29,012 shares of common stock (both coded "M"), a disposition of 24,948 shares at $49.20, and several restricted and performance stock unit entries recorded in Table II. The form lists direct beneficial ownership figures following transactions (for example 63,366, 92,378, and 67,430 shares) and material indirect holdings, including 1,708,749 shares held by the Chung Lacerte Trust U/A dated February 15, 2004. Footnotes describe that RSUs vest in quarterly installments over four years and PSUs vest over three years with phased vesting.

Positive

• Insider acquisitions of 20,113 and 29,012 common shares reported on 08/28/2025
• Material equity awards recorded: multiple Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) in Table II
• Detailed vesting schedules provided in footnotes for RSUs and PSUs, clarifying future vesting timing

Negative

• Disposition of 24,948 shares reported at a price of $49.20 on 08/28/2025
• Concentrated indirect holdings (e.g., 1,708,749 shares in the Chung Lacerte Trust) indicate significant family/control ownership which may limit float

Insights

Financial Analyst

TL;DR: Insider acquired shares and received equity awards while also selling a block of shares at $49.20; large indirect holdings are noted.

The Form 4 documents both open-market activity (two acquisitions and one disposition on 08/28/2025) and equity-based compensation activity (multiple RSUs and PSUs recorded in Table II). The disposition of 24,948 shares at $49.20 is explicitly reported and separate acquisition transactions are coded "M," indicating they were made pursuant to a written plan or similar arrangement as reflected on the form. The filing also discloses substantial indirect ownership via multiple trusts, most notably 1,708,749 shares held by the Chung Lacerte Trust, which is material to any assessment of total family/control holdings. All observations are drawn directly from the filing text.

Corporate Governance Expert

TL;DR: CEO/director transactions and award vesting schedules are disclosed; significant trust-held shares indicate concentrated family ownership.

The disclosure includes standard Form 4 elements: transaction codes, amounts, prices, and detailed footnotes on vesting schedules for RSUs and PSUs. The multiple indirect holdings held in trusts and a foundation are explicitly listed with trustees named, which clarifies the reporting of beneficial ownership under Section 16. The filing provides the required transparency about timing and nature of equity awards and open-market activity without additional commentary.

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^*

Lacerte Rene A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		M		20,113	A	(1)	63,366	D
Common Stock	08/28/2025		M		29,012	A	(2)	92,378	D
Common Stock	08/28/2025		F		24,948(3)	D	$49.2	67,430	D
Common Stock								1,708,749	I	See footnote(4)
Common Stock								135,000	I	See footnote(5)
Common Stock								135,000	I	See footnote(5)
Common Stock								184,249	I	See footnote(6)
Common Stock								184,249	I	See footnote(7)
Common Stock								205,000	I	See footnote(8)
Common Stock								114,783	I	See footnote(9)

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)	08/28/2025		M			2,786	(10)	(10)	Common Stock	2,786	$0	0	D
Restricted Stock Unit	(1)	08/28/2025		M			5,359	(11)	(11)	Common Stock	5,359	$0	21,435	D
Restricted Stock Unit	(1)	08/28/2025		M			3,658	(12)	(12)	Common Stock	3,658	$0	29,262	D
Restricted Stock Unit	(1)	08/28/2025		M			8,310	(13)	(13)	Common Stock	8,310	$0	99,715	D
Performance Stock Units	(2)	08/28/2025		M			2,367	(14)	(14)	Common Stock	2,367	$0	0	D
Performance Stock Units	(2)	08/28/2025		M			26,645	(15)	(15)	Common Stock	26,645	$0	53,286	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 tax withholding obligation in connection with the vesting of RSUs and PSUs.

4. The shares are held by Chung Lacerte Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.

5. The shares are held by a family trust with Rene A. Lacerte and Joyce A. Chung, as Trustors, and Rene A. Lacerte, Joyce A. Chung, and Daniel C. Chung, as Trustees.

6. The shares are held by a trust for which the Reporting Person and his spouse serve as trustees.

7. The shares are held by an additional trust for which the Reporting Person and his spouse serve as trustees.

8. The shares are held by the Makahakama Foundation.

9. The shares are held by Makahakama Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.

10. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2021, 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, 2022, 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, 2023, subject to the continuing service of the Reporting Person on each vesting date.

13. 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.

14. The PSUs vest over three years; 1/3rd vests on August 28, 2023, 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.

15. 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.

	/s/ Rajesh Aji, Attorney-in-Fact	09/02/2025
	** 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 transactions did Rene A. Lacerte report on Form 4 for BILL (BILL)?

The filing reports acquisitions of 20,113 and 29,012 common shares and a disposition of 24,948 shares at $49.20, all dated 08/28/2025.

Did the Form 4 disclose any equity awards for the CEO of BILL?

Yes. Table II lists multiple Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) with specific grant amounts and resulting common shares referenced.

What vesting schedules are disclosed for the RSUs and PSUs?

Footnotes state RSUs vest in 16 equal quarterly installments over four years (with different start dates) and PSUs vest over three years with 1/3 vesting initially and the remainder vesting quarterly over two years.

How much indirect ownership does the filing disclose for the reporting person?

The filing explicitly discloses indirect holdings including 1,708,749 shares held by the Chung Lacerte Trust and several other trust/foundation holdings listed in the footnotes.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by /s/ Rajesh Aji, Attorney-in-Fact on 09/02/2025 as the signature of the reporting person.

Does the Form 4 state the reporting person’s relationship to BILL?

Yes. The form indicates the reporting person is both a Director and the CEO of BILL Holdings, Inc.