=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-28
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: BILL Holdings, Inc. (BILL)
CIK: 0001786352
--- Reporting Owner ---
Name: Cieri Michael
CIK: 0002067425
Role: Officer (Chief Product Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: +12,897
Shares Owned After: 13,894 | 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: +6,531
Shares Owned After: 20,425 | 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: -8,674 | Price: $50.31
Total Value: $436,388.94
Shares Owned After: 11,751 | Ownership: D (Direct)
Footnotes:
[F3] Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs and PSUs.
[Transaction #4]
Security: Common Stock
Date: 2026-08-31 | Code: S (Open market sale)
Shares: -10,754 | Price: $49.13
Total Value: $528,384.89
Shares Owned After: 997 | Ownership: D (Direct)
Footnotes:
[F4] The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025.
[F5] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.84 to $49.41 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Unit
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -12,897 | Price: $0.00
Shares Owned After: 141,873 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F6] The RSUs vest as to 1/4th of the total shares on May 28, 2026, 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.
[F6] The RSUs vest as to 1/4th of the total shares on May 28, 2026, 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.
[Transaction #2]
Security: Performance Stock Unit
Date: 2026-08-28 | Code: M (Exercise of derivative)
Shares: -6,531 | Price: $0.00
Shares Owned After: 13,059 | Ownership: D (Direct)
Footnotes:
[F2] Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.
[F7] 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.
[F7] 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.
--- Footnotes (Complete Index) ---
F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
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 the tax withholding obligation in connection with the vesting of RSUs and PSUs.
F4: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025.
F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.84 to $49.41 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F6: The RSUs vest as to 1/4th of the total shares on May 28, 2026, 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.
F7: 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.
--- Signature ---
/s/ /s/ Michael Dunn, Attorney-in-Fact (2026-09-01)
