=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-28
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: BILL Holdings, Inc. (BILL)
CIK: 0001786352
--- Reporting Owner ---
Name: Lacerte Rene A.
CIK: 0001795497
Role: Director, Officer (CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: +24,627
Shares Owned After: 141,859 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[Transaction #2]
Security: Common Stock
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: +24,293
Shares Owned After: 166,152 | Ownership: D (Direct)
Footnotes:
[F2] Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.
[Transaction #3]
Security: Common Stock
Date: 2026-08-28 | Code: F (Payment of exercise/tax)
Shares: -24,896 | Price: $50.31
Total Value: $1,252,517.76
Shares Owned After: 141,256 | Ownership: D (Direct)
Footnotes:
[F3] Represents shares withheld to satisfy tax withholding obligation in connection with the vesting of RSUs and PSUs.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Unit
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -5,359 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F10] 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.
[F10] 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.
[Transaction #2]
Security: Restricted Stock Unit
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -3,658 | Price: $0.00
Shares Owned After: 14,631 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F11] 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.
[F11] 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.
[Transaction #3]
Security: Restricted Stock Unit
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -8,310 | Price: $0.00
Shares Owned After: 66,477 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F12] 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.
[F12] 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.
[Transaction #4]
Security: Performance Stock Units
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -6,661 | Price: $0.00
Shares Owned After: 26,643 | Ownership: D (Direct)
Footnotes:
[F2] Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.
[F13] 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.
[F13] 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.
[Transaction #5]
Security: Restricted Stock Unit
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -7,300 | Price: $0.00
Shares Owned After: 58,400 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F14] 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.
[F14] 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.
[Transaction #6]
Security: Performance Stock Units
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -17,632 | Price: $0.00
Shares Owned After: 35,261 | Ownership: D (Direct)
Footnotes:
[F2] Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.
[F15] The PSUs vest and settle over three years; 1/3rd vests on August 28, 2026, 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.
[F15] The PSUs vest and settle over three years; 1/3rd vests on August 28, 2026, 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.
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F4] The shares are held by Chung Lacerte Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.
[Holding #2]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F5] 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.
[Holding #3]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F5] 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.
[Holding #4]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F6] The shares are held by a trust for which the Reporting Person and his spouse serve as trustees.
[Holding #5]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F7] The shares are held by an additional trust for which the Reporting Person and his spouse serve as trustees.
[Holding #6]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F8] The shares are held by the Makahakama Foundation.
[Holding #7]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F9] The shares are held by Makahakama Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.
--- Footnotes (Complete Index) ---
F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F10: 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.
F11: 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.
F12: 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.
F13: 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.
F14: 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.
F15: The PSUs vest and settle over three years; 1/3rd vests on August 28, 2026, 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.
F2: Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.
F3: Represents shares withheld to satisfy tax withholding obligation in connection with the vesting of RSUs and PSUs.
F4: The shares are held by Chung Lacerte Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.
F5: 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.
F6: The shares are held by a trust for which the Reporting Person and his spouse serve as trustees.
F7: The shares are held by an additional trust for which the Reporting Person and his spouse serve as trustees.
F8: The shares are held by the Makahakama Foundation.
F9: The shares are held by Makahakama Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.
--- Signature ---
/s/ /s/ Michael Dunn, Attorney-in-Fact (2026-09-01)
