RSU vesting and tax disposition by BILL Holdings (NYSE: BILL) CEO

Rhea-AI Filing Summary

BILL Holdings, Inc. director and CEO Rene A. Lacerte reported multiple equity award vesting and conversion transactions. On February 28, 2026, restricted stock units and performance stock units were exercised into common stock, including 24,627 and 6,661 common shares from derivative conversions at $0.00 per share. A separate 12,649-share common stock disposition at $44.19 per share satisfied tax withholding obligations rather than representing an open-market sale. The filing also lists substantial indirect common stock holdings held through several family trusts and the Makahakama Foundation.

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)
02/28/2026

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	02/28/2026		M		24,627	A	(1)	107,453	D
Common Stock	02/28/2026		M		6,661	A	(2)	114,114	D
Common Stock	02/28/2026		F		12,649(3)	D	$44.19	101,465	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								99,593	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)	02/28/2026		M			5,359	(10)	(10)	Common Stock	5,359	$0	10,718	D
Restricted Stock Unit	(1)	02/28/2026		M			3,658	(11)	(11)	Common Stock	3,658	$0	21,947	D
Restricted Stock Unit	(1)	02/28/2026		M			8,310	(12)	(12)	Common Stock	8,310	$0	83,096	D
Performance Stock Units	(2)	02/28/2026		M			6,661	(13)	(13)	Common Stock	6,661	$0	39,964	D
Restricted Stock Unit	(1)	02/28/2026		M			7,300	(14)	(14)	Common Stock	7,300	$0	73,000	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, 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.

13. 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.

14. The RSUs vest in 12 equal quarterly installments over three years, beginning November 28, 2025, subject to the continuing service of the Reporting Person on each vesting date.

	/s/ Michael Dunn, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BILL (BILL) CEO Rene Lacerte report?

Rene A. Lacerte reported equity award vesting and related share movements. RSUs and PSUs converted into common stock on February 28, 2026, and shares were withheld to cover tax obligations, resulting in both share acquisitions and a tax-related disposition, not an open-market sale.

How many BILL (BILL) shares did the CEO acquire through award vesting?

The CEO acquired common stock primarily through derivative conversions. Transactions include 24,627 and 6,661 common shares issued at $0.00 per share from RSUs and PSUs, increasing his directly owned common stock balance to 114,114 shares before a tax-withholding disposition reduced it to 101,465 shares.

Why were 12,649 BILL (BILL) shares disposed of at $44.19 per share?

The 12,649-share common stock disposition at $44.19 per share was used to satisfy tax withholding obligations tied to vesting RSUs and PSUs. This transaction is coded as a tax-withholding disposition, meaning it is not a discretionary open-market sale by the CEO.

How do the RSU and PSU awards for BILL (BILL) CEO vest over time?

Several RSU grants vest in 16 equal quarterly installments over four years, starting November 28, 2022, 2023, and 2024, plus another in 12 quarterly installments from November 28, 2025. PSUs vest over three years, with one-third vesting August 28, 2025 and the rest quarterly thereafter.

What indirect BILL (BILL) share holdings are associated with Rene Lacerte?

Indirect common stock holdings are reported through multiple entities. These include the Chung Lacerte Trust, several family and additional trusts where Rene A. Lacerte and his spouse serve as trustees, the Makahakama Foundation, and the Makahakama Trust, each holding distinct reported share balances.

What does transaction code M mean in the BILL (BILL) CEO’s Form 4?

Transaction code M indicates an exercise or conversion of a derivative security, such as RSUs or PSUs, into common stock. In this filing, code M applies to several restricted and performance stock unit awards that converted into BILL Holdings, Inc. common shares at $0.00 per share.