BILL (BILL) Insider Filing: Rettig Vesting Events and Tax-Withholding Sale

Rhea-AI Filing Summary

John R. Rettig, Chief Operating Officer of BILL Holdings, Inc. (BILL), reported multiple equity prize and withholding transactions on 08/28/2025. The filing shows acquisitions of restricted stock units (RSUs) and performance stock units (PSUs) converted into common stock through vesting events and tax withholding. Notable reported items: an F-coded disposition of 21,362 shares at $49.20 per share to satisfy withholding; M-coded acquisitions of 17,327 and 24,732 shares; and multiple RSU/PSU vesting entries representing thousands of underlying shares. The Rettig Living Trust holds 80,474 shares indirectly, and several award schedules include multi-year vesting schedules.

Positive

• Vesting of long-term incentive awards (RSUs and PSUs) demonstrates continued executive retention via multi-year schedules
• Detailed vesting schedules disclosed, increasing transparency about timing of share delivery and potential dilution

Negative

• Disposition of 21,362 shares at $49.20 to satisfy tax withholding reduces the reporting person's direct share count
• Significant indirect holdings in a trust (80,474 shares) may complicate immediate insider liquidity disclosures

Insights

Financial Analyst

TL;DR: Routine executive vesting and tax-withholding sell; no new outside-market purchases or extraordinary dispositions reported.

The Form 4 documents standard compensation-related equity activity for the COO, consisting primarily of RSU and PSU vesting events reported as M transactions and a single F-coded disposition of 21,362 shares at $49.20 to satisfy tax withholding. The reported indirect holding of 80,474 shares in the Rettig Living Trust is disclosed separately. These actions reflect compensation administration rather than open-market trading and do not by themselves signal a material change in ownership or control.

Corporate Governance Expert

TL;DR: Disclosure aligns with typical Section 16 reporting for executive compensation vesting and related tax withholding.

The filing includes clear explanations of vesting schedules for multiple RSU tranches and PSUs, including phased quarterly vesting and multi-year performance vesting timelines. The tax-withholding disposition is properly reported as a sale-equivalent event (F code). The existence of a co-trustee Rettig Living Trust holding 80,474 shares is disclosed as indirect ownership. Overall, the Form 4 appears compliant and routine from a governance and disclosure perspective.

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^*

Rettig John R.

(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)
	COO

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		17,327	A	(1)	109,430	D
Common Stock	08/28/2025		M		24,732	A	(2)	134,162	D
Common Stock	08/28/2025		F		21,362(3)	D	$49.2	112,800	D
Common Stock								80,474	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	08/28/2025		M			1,115	(5)	(5)	Common Stock	1,115	$0	0	D
Restricted Stock Unit	(1)	08/28/2025		M			2,188	(6)	(6)	Common Stock	2,188	$0	2,187	D
Restricted Stock Unit	(1)	08/28/2025		M			4,288	(7)	(7)	Common Stock	4,288	$0	17,148	D
Restricted Stock Unit	(1)	08/28/2025		M			2,613	(8)	(8)	Common Stock	2,613	$0	20,902	D
Restricted Stock Unit	(1)	08/28/2025		M			7,123	(9)	(9)	Common Stock	7,123	$0	85,470	D
Performance Stock Units	(2)	08/28/2025		M			1,894	(10)	(10)	Common Stock	1,894	$0	0	D
Performance Stock Units	(2)	08/28/2025		M			22,838	(11)	(11)	Common Stock	22,838	$0	45,674	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 shares are held by the Rettig Living Trust U/A DTD 12/02/2020, of which the Reporting Person and his spouse are co-trustees.

5. 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.

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

7. 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.

8. 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.

9. 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.

10. 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.

11. 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 BILL COO John R. Rettig report on Form 4 (BILL)?

The filing reports multiple RSU and PSU vesting events on 08/28/2025, M-coded acquisitions, and an F-coded disposition of 21,362 shares at $49.20 to satisfy tax withholding.

How many shares does the Rettig Living Trust hold according to the Form 4?

The Form 4 discloses 80,474 shares held indirectly by the Rettig Living Trust U/A DTD 12/02/2020.

Were any open-market purchases or large outright sales reported by the officer?

No open-market purchases were reported; the only sale-equivalent reported was the 21,362 share disposition at $49.20 for tax withholding.

Do the PSUs and RSUs have staggered vesting schedules?

Yes. The filing describes multi-year vesting: RSUs vest quarterly over four years for multiple tranches and PSUs vest over three years with 1/3 initial vesting and the remainder vesting quarterly thereafter.

What codes were used to classify the transactions on the Form 4?

The filing uses M codes for award-related acquisitions and F for the disposition related to tax withholding.