Sec Form 3 Filing - Bowman Mary Kay @ BILL Holdings, Inc. - 2024-10-11

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bowman Mary Kay 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 (Last) (First) (Middle) C/O BILL HOLDINGS, INC., 6220 AMERICA CENTER DR., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2024 (Street) SAN JOSE, CA95002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Units ( 2 ) ( 1 ) ( 1 ) Common Stock 119,213 D Performance Stock Units ( 4 ) ( 3 ) ( 3 ) Common Stock 49,672 D Performance Stock Units ( 4 ) ( 5 ) ( 5 ) Common Stock 29,803 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bowman Mary Kay C/O BILL HOLDINGS, INC. 6220 AMERICA CENTER DR., SUITE 100 SAN JOSE, CA95002 See Remarks Signatures /s/ Rajesh Aji, Attorney-in-Fact 10/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units ("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. ( 2 )Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. ( 3 )The Performance Stock Units ("PSUs") may vest depending on the achievement of certain revenue and profitability targets of the Issuer over the one-year period beginning July 1, 2024 and ending June 30, 2025, subject to the Reporting Person's continued service to the Issuer. Once earned, the PSUs will vest over three years, with 1/3rd vesting on the first quarterly vesting date following the certification by the Issuer's Board of the achievement level, and the remaining 2/3rds vesting quarterly thereafter over the following two years. ( 4 )Each PSU represents a conditional right to receive one share of the Issuer's Common Stock. ( 5 )The PSUs may vest depending on the Issuer's total shareholder return over a three-year period beginning July 1, 2024 and ending June 30, 2027, relative to companies that comprise the Russell 3000 Index, subject to the Reporting Person's continued service to the Issuer. Once earned, the PSUs will vest in full at the end of the three-year performance period.

Remarks: EVP, GM of Payments and Financial Services

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).

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