[Form 4] BILL Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mary Kay Bowman, EVP, Payments and Financial Services at BILL Holdings, Inc. (BILL), reported equity activity on 08/28/2025 showing awards vesting and shares withheld for taxes. The filing records 29,804 Restricted Stock Units (RSUs) and 16,592 Performance Stock Units (PSUs) treated as acquisitions (code M) and 15,750 shares disposed (code F) at a reported price of $49.20 to satisfy withholding. After the reported transactions, the filings list beneficial ownership figures of 89,409 shares related to RSUs and 33,179 shares related to PSUs, and a direct beneficial ownership balance of 30,646 shares following the tax-withholding disposition. The RSUs vest as to one-quarter on 08/28/2025 then 1/16th quarterly over three years; the PSUs vest one-third on 08/28/2025 then quarterly over two years, both subject to continued service.

Positive

• Significant vesting of long-term incentives: 29,804 RSUs and 16,592 PSUs vested, indicating management retention and alignment
• Transparent tax withholding: 15,750 shares withheld at $49.20 to satisfy tax obligations, disclosed as a disposition

Negative

• No material negative items disclosed in this filing; transactions are routine compensation events

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with tax-withholding; not a material change to share structure.

The filing documents standard compensation-related vesting events rather than open-market purchases or discretionary sales. The conversion of 29,804 RSUs and 16,592 PSUs into underlying common shares reflects scheduled vesting tied to service conditions, increasing the reporting person’s stake tied to long-term incentives. The 15,750-share disposition at $49.20 represents withholding for taxes, a non-dispositive transfer that does not indicate a cash sale to a third party. Overall, this is a routine governance and compensation disclosure with limited immediate impact on liquidity or control.

Corporate Governance Expert

TL;DR: Vesting schedule and tax withholding align executive incentives with retention; no governance red flags.

The filing clearly describes vesting mechanics: RSUs vest 25% initially then quarterly over three years; PSUs vest 33% initially then quarterly over two years, both conditional on continued service. These multi-year vesting schedules support retention and alignment of management with shareholder value. The tax withholding event is disclosed transparently. There are no departures, accelerations, or unusual transaction codes disclosed that would suggest governance concerns.

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^*

Bowman Mary Kay

(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)
	See Remarks

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		29,804	A	(1)	29,804	D
Common Stock	08/28/2025		M		16,592	A	(2)	46,396	D
Common Stock	08/28/2025		F		15,750(3)	D	$49.2	30,646	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	08/28/2025		M			29,804	(4)	(4)	Common Stock	29,804	$0	89,409	D
Performance Stock Units	(2)	08/28/2025		M			16,592	(5)	(5)	Common Stock	16,592	$0	33,179	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 RSUs vest as to 1/4th of the total shares on August 28, 2025, 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.

5. 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.

Remarks:

EVP, Payments and Financial Services

	/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.
* 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).
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FAQ

What transactions did Mary Kay Bowman report on Form 4 for BILL (BILL)?

The Form 4 reports acquisition events on 08/28/2025 for 29,804 RSUs and 16,592 PSUs and a disposition of 15,750 shares withheld for taxes at $49.20.

How many shares resulted from the RSU and PSU vesting reported by BILL insider?

The filing shows underlying amounts of 29,804 shares for RSUs and 16,592 shares for PSUs; the post-transaction beneficial ownership figures are reported as 89,409 and 33,179 respectively in the filing.

Why were 15,750 shares disposed at $49.20 in the Form 4?

The filing explains those 15,750 shares represent shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs and PSUs; the reported price is $49.20.

Do these transactions indicate a change in executive role or control at BILL?

No. The filing identifies Mary Kay Bowman as EVP, Payments and Financial Services and describes routine vesting and withholding; it does not disclose role changes or shifts in control.

When do the remaining RSUs and PSUs vest according to the filing?

RSUs vest 25% on 08/28/2025 then 1/16th quarterly over three years; PSUs vest 1/3 on 08/28/2025 then quarterly over two years, subject to continued service.