BILL Holdings Inc

Previous wording

We efficiently reach SMBs through our proven direct and indirect go-to-market strategies. We acquire new businesses to use our solutions directly through digital marketing and inside sales, and indirectly through accounting firms and financial institution partnerships. As of December 31, 2024, our partners included some of the most trusted brands in the financial services business, including more than 85 of the top 100 accounting firms and seven of the top ten largest financial institutions for SMBs in the U.S., including JPMorgan Chase, Bank of America, Wells Fargo Bank, and American Express. As we add customers and partners, we expect our network to continue to grow organically.

Current wording

We efficiently reach SMBs through our proven direct and indirect go-to-market strategies. We acquire new businesses to use our solutions directly through digital marketing and inside sales, and indirectly through accounting firms and financial institution partnerships. As of March 31, 2025, our partners included some of the most trusted brands in the financial services business, including more than 85 of the top 100 accounting firms and six of the top ten largest financial institutions for SMBs in the U.S., including JPMorgan Chase, Bank of America, Wells Fargo Bank, and American Express. As we add customers and partners, we expect our network to continue to grow organically.

Previous wording

We have grown rapidly and scaled our business operations in recent periods. Our revenue was $362.6 million and $318.5 million during the three months ended December 31, 2024 and 2023, respectively, an increase of $44.1 million, and our revenue was $721.0 million and $623.5 million during the six months ended December 31, 2024 and 2023, respectively, an increase of $97.5 million. We generated net income of $33.5 million and a net loss of $40.4 million during the three months ended December 31, 2024 and 2023, respectively, and generated net income of $42.5 million and a net loss of $68.3 million during the six months ended December 31, 2024 and 2023, respectively.

Current wording

We have grown rapidly and scaled our business operations in recent periods. Our revenue was $358.2 million and $323.0 million during the three months ended March 31, 2025 and 2024, respectively, an increase of $35.2 million, and our revenue was $1,079.2 million and $946.5 million during the nine months ended March 31, 2025 and 2024, respectively, an increase of $132.7 million. We generated a net loss of $11.6 million and net income of $31.8 million during the three months ended March 31, 2025 and 2024, respectively, and generated net income of $30.9 million and a net loss of $36.5 million during the nine months ended March 31, 2025 and 2024, respectively.

Previous wording

Elevated interest rates and inflation in the U.S. and other markets globally increased economic volatility and led to tightening in credit markets in the U.S. and globally in recent periods. The SMBs we serve are particularly susceptible to changes in overall economic and financial conditions, and certain SMBs may, in the event of a recession or inability to access financing, moderate their expenditures, shift to lower-cost methods of payment, or cease operations entirely. Recent reductions in interest rates by the U.S. Federal Reserve Bank may improve financial conditions for SMBs, but there can be no assurance of future rate cuts or any corresponding increase in economic activity. At the same time, such reductions in interest rates have the effect of reducing the interest on funds held for customers we generate. Moreover, it is difficult to predict the impact of new economic or trade policies in the U.S., including the imposition of tariffs on key trading partners, on the

Current wording

Current macroeconomic conditions and uncertainties, including volatility in interest rates and borrowing costs, inflation and currency exchange rates, and recent changes in international trading relationships, supply chains and U.S. and foreign tariff rates have impacted and could continue to impact our business and the SMBs we serve. SMBs are particularly susceptible to changes in overall economic and financial conditions, and certain SMBs may, in the event of adverse economic conditions or a recession or any inability to access financing, moderate their expenditures, shift to lower-cost methods of payment, or cease operations entirely. For example, in the three months ended March 31, 2025, we observed certain BILL AP/AR customers reduce their spending, resulting in a reduced total payment volume (TPV) per customer. Reductions in interest rates by the U.S. Federal Reserve Bank may improve financial conditions for SMBs, but there can be no assurance of future rate cuts or any corresponding increase in economic activity. At the same time, such reductions in interest rates have the effect of reducing the interest on funds held for customers we generate. We intend to continue to monitor macroeconomic conditions closely and to take appropriate financial or operational actions in response to such conditions.

Previous wording

(1)As of December 31, 2024, the total number of BILL AP/AR customers was approximately 160,600; the total number of spending businesses that used our BILL Spend and Expense solution was approximately 37,800; and the total number of Embedded Solutions and Other customers was approximately 282,900.

Current wording

(1)As of March 31, 2025, the total number of BILL AP/AR customers was approximately 164,800; the total number of spending businesses that used our BILL Spend and Expense solution was approximately 39,500; and the total number of Embedded Solutions and Other customers was approximately 284,200.

Previous wording

(2)During the three months ended December 31, 2024, the total payment volume (TPV) transacted by BILL AP/AR customers was approximately $71.9 billion; the total card payment volume transacted by spending businesses that used BILL Divvy Corporate Cards was approximately $5.2 billion; and the TPV transacted by Embedded Solutions and Other customers was approximately $7.4 billion. During the six months ended December 31, 2024, TPV transacted by BILL AP/AR customers was approximately $139.5 billion; the total card payment volume transacted by spending businesses that used BILL Divvy Corporate Cards was approximately $10.3 billion; and the TPV transacted by Embedded Solutions and Other customers was approximately $14.7 billion.

Current wording

(2)During the three months ended March 31, 2025, TPV transacted by BILL AP/AR customers was approximately $66.9 billion; the total card payment volume transacted by spending businesses that used BILL Divvy Corporate Cards was approximately $5.3 billion; and the TPV transacted by Embedded Solutions and Other customers was approximately $7.1 billion. During the nine months ended March 31, 2025, TPV transacted by BILL AP/AR customers was approximately $206.5 billion; the total card payment volume transacted by spending businesses that used BILL Divvy Corporate Cards was approximately $15.7 billion; and the TPV transacted by Embedded Solutions and Other customers was approximately $21.5 billion.

Previous wording

(3)During the three months ended December 31, 2024, the total number of transactions executed by BILL AP/AR customers was approximately 12.2 million; the total number of transactions executed by spending businesses that used BILL Divvy Corporate Cards was approximately 16.1 million; and the total number of transactions executed by Embedded Solutions and Other customers was approximately 1.7 million. During the six months ended December 31, 2024, the total number of transactions executed by BILL AP/AR customers was approximately 23.8 million; the total number of transactions executed by spending businesses that used BILL Divvy Corporate Cards was approximately 31.4 million; and the total number of transactions executed by Embedded Solutions and Other customers was approximately 3.7 million.

Current wording

(3)During the three months ended March 31, 2025, the total number of transactions executed by BILL AP/AR customers was approximately 11.5 million; the total number of transactions executed by spending businesses that used BILL Divvy Corporate Cards was approximately 16.5 million; and the total number of transactions executed by Embedded Solutions and Other customers was approximately 1.8 million. During the nine months ended March 31, 2025, the total number of transactions executed by BILL AP/AR customers was approximately 35.3 million; the total number of transactions executed by spending businesses that used BILL Divvy Corporate Cards was approximately 47.9 million; and the total number of transactions executed by Embedded Solutions and Other customers was approximately 5.1 million.

Previous wording

To grow revenue from businesses using our solutions, we must deliver a product experience that helps them automate their back-office financial operations. The more they use and rely upon our product offerings to automate their operations, the more transactions they process on our platform. This metric provides an important indication of the aggregate value of transactions that businesses using our solutions are completing on our platform and is an indicator of our ability to generate revenue from businesses using our solutions. We define TPV as the total value of transactions that we process on our platform during a particular period, comprising transactions from BILL AP/AR customers, BILL Divvy Corporate Card transactions, and transactions executed by Embedded Solutions and Other customers. Our calculation of TPV includes payments that are subsequently reversed. Such payments comprised less than 2% of TPV during each of the three and six months ended December 31, 2024 and 2023.

Current wording

To grow revenue from businesses using our solutions, we must deliver a product experience that helps them automate their back-office financial operations. The more they use and rely upon our product offerings to automate their operations, the more transactions they process on our platform. This metric provides an important indication of the aggregate value of transactions that businesses using our solutions are completing on our platform and is an indicator of our ability to generate revenue from businesses using our solutions. We define TPV as the total value of transactions that we process on our platform during a particular period, comprising transactions from BILL AP/AR customers, BILL Divvy Corporate Card transactions, and transactions executed by Embedded Solutions and Other customers. Our calculation of TPV includes payments that are subsequently reversed. Such payments comprised less than 2% of TPV during each of the three and nine months ended March 31, 2025 and 2024.

Previous wording

(3)Provision for expected credit losses was included in general and administrative expenses during the three and six months ended December 31, 2023.

Current wording

(3)Provision for expected credit losses was included in general and administrative expenses during the three and nine months ended March 31, 2024.

Previous wording

The following table sets forth our revenue during the three and six months ended December 31, 2024 and 2023, respectively (amounts in thousands):

Current wording

The following table sets forth our revenue during the three and nine months ended March 31, 2025 and 2024, respectively (amounts in thousands):

Previous wording

Total revenue increased by $44.1 million and $97.5 million during the three and six months ended December 31, 2024, respectively, as compared to the prior year periods, primarily due to:

Current wording

Total revenue increased by $35.2 million and $132.7 million during the three and nine months ended March 31, 2025, respectively, as compared to the prior year periods, primarily due to:

Previous wording

•a $40.3 million and $85.1 million increase, respectively, in transaction fee revenue primarily due to increased total payment volume driven by the increase in customer adoption of our products;

Current wording

•a $36.4 million and $121.5 million increase, respectively, in transaction fee revenue primarily due to increased total payment volume driven by the increase in customer adoption of our products;

Previous wording

•a $4.4 million and $9.4 million increase, respectively, in subscription fee revenue primarily due to an increase in customers as compared to the same prior year period; and

Current wording

•a $2.6 million and $12.0 million increase, respectively, in subscription fee revenue primarily due to an increase in customers as compared to the same prior year period; offset by

Previous wording

Cost of revenue, gross profit, and gross margin during the three and six months ended December 31, 2024 and 2023 were as follows (amounts in thousands):

Current wording

Cost of revenue, gross profit, and gross margin during the three and nine months ended March 31, 2025 and 2024 were as follows (amounts in thousands):

Previous wording

Service costs increased by $9.1 million and $17.8 million during the three and six months ended December 31, 2024, respectively, as compared to the prior year periods, primarily due to:

Current wording

Service costs increased by $12.9 million and $30.6 million during the three and nine months ended March 31, 2025, respectively, as compared to the prior year periods, primarily due to:

Previous wording

•an $8.6 million and $18.0 million increase, respectively, in direct costs associated with the processing of payments made by businesses using our solutions, which were driven by the increase in the number of customers, and an increase in the volume of transactions;

Current wording

•an $11.1 million and $29.2 million increase, respectively, in direct costs associated with the processing of payments made by businesses using our solutions, which were driven by the increase in the number of customers, and an increase in the volume of transactions;

Previous wording

•a $1.1 million and $3.2 million increase, respectively, in costs for shared overhead (including rent, utilities, depreciation and use of equipment);

Current wording

•a $0.7 million and $3.8 million increase, respectively, in costs for shared overhead (including rent, utilities, depreciation and use of equipment); offset by

Previous wording

•a $1.2 million and $4.6 million decrease, respectively, in personnel-related costs due to the decrease in service cost personnel resulting from our reduction-in-force announced in December 2023.

Current wording

•a $4.1 million decrease during the nine months ended March 31, 2025 in personnel-related costs due to the decrease in service cost personnel resulting from our reduction-in-force announced in December 2023.

Previous wording

Research and development expenses decreased by $1.7 million and $12.1 million during the three and six months ended December 31, 2024, respectively, as compared to the prior year periods, primarily due to a $1.7 million and $11.0 million decrease, respectively, in personnel-related costs, including stock-based compensation expense, resulting from our reduction-in-force announced in December 2023.

Current wording

Research and development expenses increased by $4.9 million during the three months ended March 31, 2025 as compared to the prior year period, primarily due to a $4.3 million increase in personnel-related costs, including stock-based compensation expense, resulting from increase in headcount. Research and development expenses decreased by $7.1 million during the nine months ended March 31, 2025 as compared to the prior year periods, primarily due to a $6.7 million decrease in personnel-related costs, resulting from our reduction-in-force announced in December 2023.

Previous wording

Our research and development expenses decreased to 22% as a percentage of revenue during each of the three and six months ended December 31, 2024, from 26% and 28% during the prior year periods, respectively, primarily due to revenue growth and a decrease in personnel-related expenses, including stock-based compensation, as a percentage of revenue.

Current wording

Our research and development expenses remained flat at 24% as a percentage of revenue during the three months ended March 31, 2025 as compared to the prior year period. Our research and development expenses decreased to 22% as a percentage of revenue during the nine months ended March 31, 2025, from 26% during the prior year period. The decline during the nine months period was driven by the revenue growth and a decrease in personnel-related costs.

Previous wording

•an $11.1 million and $21.4 million increase, respectively, in rewards expense in connection with the rewards program through our BILL Divvy Corporate Cards as a result of increased transaction volume. During the three and six months ended December 31, 2024, rewards expense decreased to 48% as a percentage of revenue from 49% during the prior year periods, primarily due to a lower rewards redemption rate;

Current wording

•a $14.6 million and $35.9 million increase, respectively, in rewards expense in connection with the rewards program through our BILL Divvy Corporate Cards as a result of increased transaction volume. During the three months ended March 31, 2025, rewards expense increased to 50% as a percentage of revenue from spend and expense interchange fees from 47% during the prior year period, due to higher rewards redemption rate and lower interchange fees relative to total card payment volume. During the nine months ended March 31, 2025, rewards expense remained flat at 48% as a percentage of revenue from spend and expense interchange fees;

Previous wording

•a $2.2 million and $1.7 million increase, respectively, during the three and six months ended December 31, 2024, in advertising spend and various marketing initiatives and activities to promote our products and services; offset by

Current wording

•a $1.0 million and $2.7 million increase, respectively, during the three and nine months ended March 31, 2025, in advertising spend and various marketing initiatives and activities to promote our products and services.

Previous wording

Our sales and marketing expenses remained flat at 37% as a percentage of revenue during the three months ended December 31, 2024. Our sales and marketing expenses decreased to 36% as a percentage of revenue during the six months ended December 31, 2024 from 38% during the prior year period primarily due to a revenue growth.

Current wording

Our sales and marketing expenses increased to 38% as a percentage of revenue during the three months ended March 31, 2025 from 37% during prior year period primarily due to higher rewards redemption rate when compared to prior year period. Our sales and marketing expenses remained flat at 37% as a percentage of revenue during the nine months ended March 31, 2025 as compared to the prior year period.

Previous wording

•a $4.2 million increase during the three months ended December 31, 2024 in personnel-related expenses, including stock-based compensation, resulting from increase in headcount; offset by

Current wording

•a $5.7 million and $6.0 million increase, respectively, in personnel-related expenses, including stock-based compensation, resulting from increase in headcount;

Previous wording

•a $2.1 million and $5.7 million decrease, respectively, in consulting fees for outside general and administrative services.

Current wording

•a $5.0 million decrease during the nine months ended March 31, 2025 in consulting fees for outside general and administrative services.

Previous wording

Depreciation and amortization decreased by $5.3 million and $9.1 million during the three and six months ended December 31, 2024, respectively, as compared to the prior year periods, primarily due to certain fully amortized intangible assets as of the beginning of the current fiscal year.

Current wording

Depreciation and amortization decreased by $5.1 million and $14.2 million during the three and nine months ended March 31, 2025, respectively, as compared to the prior year periods, primarily due to certain fully amortized intangible assets as of the beginning of the current fiscal year.

Previous wording

•a $40.5 million increase due to a gain on debt extinguishment resulting from the partial repurchase of our 2025 Notes and 2027 Notes; offset by

Current wording

•a $34.3 million decrease and a $6.2 million increase, respectively, due to gain on debt extinguishment resulting from the partial repurchase of our 2025 Notes and 2027 Notes; and

Previous wording

•a $13.9 million and $25.4 million decrease in interest income, respectively, primarily due to a reduction in the balance of corporate funds driven by the partial repurchase of our 2025 Notes during fiscal 2024 and repurchases of our common stock during fiscal 2024 and 2025.

Current wording

•a $6.8 million and $32.2 million decrease in interest income, respectively, primarily due to a reduction in the balance of corporate funds driven by the partial repurchase of our 2025 Notes during fiscal 2024 and repurchases of our common stock during fiscal 2024 and 2025.

Previous wording

Provision for income taxes during the three and six months ended December 31, 2024 pertained primarily to an estimated cash tax liability resulting from the capitalization of R&D costs for federal and certain state tax purposes for the year ending June 30, 2025, offset, in part, by a reduction to the net deferred tax liability, as a result of our current year losses.

Current wording

Provision for income taxes during the three and nine months ended March 31, 2025 pertained primarily to an estimated cash tax liability resulting from the capitalization of R&D costs for federal and certain state tax purposes for the year ending June 30, 2025, offset, in part, by a reduction to the net deferred tax liability, as a result of our current year losses.

Previous wording

As of December 31, 2024, our principal sources of liquidity were our cash and cash equivalents of $1,566.3 million, our available-for-sale short-term investments of $644.7 million, and our available undrawn Revolving Credit Facility (as defined below) of $120.0 million. Our cash equivalents are comprised primarily of money market funds and investments in debt securities with original maturities of three months or less at the time of purchase. Our short-term investments are comprised primarily of available-for-sale investments in corporate bonds, certificates of deposit, asset-backed securities, municipal bonds, U.S. agency securities, and U.S. treasury securities with original maturities of more than three months. Our corporate deposits held at large multinational financial institutions and U.S. national or regional banks, may at times exceed federally insured limits. We monitor the financial strength of the financial institutions with which we do business to ensure they are financially sound and present minimal credit risk. We further believe the associated risk of concentration for our investments is mitigated by holding a diversified portfolio of highly rated investments consisting of the money market funds and short-term debt securities described above. We have a total borrowing commitment of $300.0 million from our Revolving Credit Facility and have drawn $180.0 million as of December 31, 2024. Our principal uses of cash are funding our operations and other working capital requirements, including the contractual and other obligations discussed below.

Current wording

As of March 31, 2025, our principal sources of liquidity were our cash and cash equivalents of $1.0 billion, our available-for-sale short-term investments of $1.1 billion, and our available undrawn Revolving Credit Facility (as defined below) of $120.0 million. Our cash equivalents are comprised primarily of money market funds and investments in debt securities with original maturities of three months or less at the time of purchase. Our short-term investments are comprised primarily of available-for-sale investments in corporate bonds, certificates of deposit, asset-backed securities, municipal bonds, U.S. agency securities, and U.S. treasury securities with original maturities of more than three months. Our corporate deposits held at large multinational financial institutions and U.S. national or regional banks, may at times exceed federally insured limits. We monitor the financial strength of the financial institutions with which we do business to ensure they are financially sound and present minimal credit risk. We further believe the associated risk of concentration for our investments is mitigated by holding a diversified portfolio of highly rated investments consisting of the money market funds and short-term debt securities described above. We have a total borrowing commitment of $300.0 million from our Revolving Credit Facility and have drawn $180.0 million as of March 31, 2025. Our principal uses of cash are funding our operations and other working capital requirements, including the contractual and other obligations discussed below.

Previous wording

Our principal commitments to settle our contractual obligations consist of our 2025 Notes, 2027 Notes, 2030 Notes, and outstanding borrowings from our Revolving Credit Facility as further discussed below. For additional discussion about our Notes and Revolving Credit Facility, refer to Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, we have minimum commitments under our noncancellable operating lease agreements and agreements with certain vendors. There have been no material changes to our contractual obligations, commitments or litigation from those disclosed in Note 15 to the financial statements in our 2024 10-K.

Current wording

As of March 31, 2025 ,our principal commitments to settle our contractual obligations consisted of our 2025 Notes, 2027 Notes, 2030 Notes, and outstanding borrowings from our Revolving Credit Facility as further discussed below. For additional discussion about our Notes and Revolving Credit Facility, refer to Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, we have minimum commitments under our noncancellable operating lease agreements and agreements with certain vendors. There have been no material changes to our contractual obligations, commitments or litigation from those disclosed in Note 15 to the financial statements in our 2024 10-K.

Previous wording

In August 2024, our board of directors approved a new share repurchase program, pursuant to which we announced our intention to purchase up to $300.0 million of our outstanding shares of common stock (the August 2024 Share Repurchase Program). We may repurchase shares from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The August 2024 Share Repurchase Program has no mandated end date, may be suspended, discontinued or modified at any time, and does not obligate us to acquire any amount of common stock. During the six months ended December 31, 2024, we repurchased and subsequently retired 3,711,246 shares for $201.4 million under the August 2024 Share Repurchase Program. As of December 31, 2024, approximately $100.0 million remained available for future share repurchases under the August 2024 Share Repurchase Program. In December 2024, our board of directors approved the repurchase of up to an additional $200.0 million of our outstanding shares of common stock in connection with the issuance of the 2030 Notes. We repurchased 2,260,397 shares of our common stock for $201.4 million in privately negotiated transactions concurrently with the pricing of, and using the proceeds from, the issuance of the 2030 Notes. The total price of the shares repurchased and related transaction costs are reflected as a reduction of common stock and accumulated deficit on our condensed consolidated balance sheets.

Current wording

In August 2024, our board of directors approved a new share repurchase program, pursuant to which we announced our intention to purchase up to $300.0 million of our outstanding shares of common stock (the August 2024 Share Repurchase Program). We may repurchase shares from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The August 2024 Share Repurchase Program has no mandated end date, may be suspended, discontinued or modified at any time, and does not obligate us to acquire any amount of common stock. During the nine months ended March 31, 2025, we repurchased and subsequently retired 3,711,246 shares for $201.3 million under the August 2024 Share Repurchase Program. As of March 31, 2025, approximately $100.0 million remained available for future share repurchases under the August 2024 Share Repurchase Program. In December 2024, our board of directors approved the repurchase of up to an additional $200.0 million of our outstanding shares of common stock in connection with the issuance of the 2030 Notes. We repurchased 2,260,397 shares of our common stock for $201.4 million in privately negotiated transactions concurrently with the pricing of, and using the proceeds from, the issuance of the 2030 Notes. The total price of the shares repurchased and related transaction costs are reflected as a reduction of common stock and accumulated deficit on our condensed consolidated balance sheets.

Previous wording

Net cash provided by operating activities increased to $167.3 million during the six months ended December 31, 2024, from $133.3 million during the prior year period. The net change was mainly due to the increase in our revenues during the period.

Current wording

Net cash provided by operating activities increased to $266.8 million during the nine months ended March 31, 2025, from $200.2 million during the prior year period. The net change was mainly due to the increase in our revenues during the period.

Previous wording

Our net cash used in investing activities was $129.7 million during the six months ended December 31, 2024, compared to net cash provided of $251.6 million during the prior year period. The net change was primarily due to the decrease in proceeds from maturities of corporate and customer short-term investments, and increase in purchases of corporate and customer short-term investments.

Current wording

Our net cash used in investing activities increased to $773.8 million during the nine months ended March 31, 2025, from $366.4 million during the prior year period. The net change was primarily due to the increase in purchases of corporate and customer short-term investments, offset by decrease in proceeds from maturities of corporate and customer short-term investments.

Previous wording

Our cash proceeds from our financing activities consist primarily of proceeds from issuance of convertible senior notes, net of discounts and issuance costs, and exercises of stock options and employee purchases of our common stock under our Employee Stock Purchase Plan (ESPP). Our cash usage for our financing activities consists primarily of repurchase of convertible senior notes, repurchases of shares and purchase of capped calls. Additionally, the increase or decrease in our net cash from financing activities is impacted by the change in customer fund deposits liability and prepaid card deposits.

Current wording

Our cash proceeds from our financing activities consist primarily of proceeds from issuance of convertible senior notes, net of discounts and issuance costs, and exercises of stock options and employee purchases of our common stock under our employee stock purchase plan. Our cash usage for our financing activities consists primarily of repurchase of convertible senior notes, repurchases of shares and purchase of capped calls. Additionally, the increase or decrease in our net cash from financing activities is impacted by the change in customer fund deposits liability and prepaid card deposits.

Previous wording

Our net cash used in financing activities increased to $432.5 million during the six months ended December 31, 2024, from $78.8 million during the prior year period. The increase was primarily due to proceeds from issuance of convertible senior notes, net of discounts and issuance costs and increase in prepaid card deposits, offset by payments for repurchase of convertible senior notes, increase in customer fund deposit liability, increase in repurchase of common stock and purchase of capped call.

Current wording

Our net cash provided by financing activities was $326.9 million during the nine months ended March 31, 2025, compared to net cash used of $722.4 million during the prior year period. The increase was primarily due to proceeds from issuance of convertible senior notes, net of discounts and issuance costs, decrease in payments for repurchase of convertible senior notes and increase in prepaid card deposits, offset by increase in customer fund deposit liability, increase in repurchase of common stock, purchase of capped call, and decrease in proceeds from line of credit borrowings.

Previous wording

We have a total borrowing commitment of $300.0 million pursuant to our Revolving Credit and Security Agreement, by and between our subsidiary, Divvy Peach, LLC, Goldman Sachs Bank USA and the lenders party thereto (as amended to date, the Revolving Credit Facility), of which we borrowed $180.0 million as of December 31, 2024. Revolving loans under the Revolving Credit Facility bear interest at a rate per annum determined by reference to either the SOFR Rate or an adjusted benchmark rate plus an applicable margin ranging from 2.65% to 2.75%, based on the outstanding principal amount and the date that principal amounts are outstanding. Obligations under the Revolving Credit Facility are secured by receivables generated by our BILL Divvy Corporate Card and certain related collateral. Our Revolving Credit Facility matures in June 2026 and the outstanding borrowings are payable on or before the maturity date. For additional discussion about our Revolving Credit Facility, refer to Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

We have a total borrowing commitment of $300.0 million pursuant to our Revolving Credit and Security Agreement, by and between our wholly-owned subsidiary, Divvy Peach, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto (as amended to date, the Revolving Credit Facility), of which we borrowed $180.0 million as of March 31, 2025. Revolving loans under the Revolving Credit Facility bear interest at a rate per annum determined by reference to either the SOFR Rate or an adjusted benchmark rate plus an applicable margin ranging from 2.65% to 2.75%, based on the outstanding principal amount and the date that principal amounts are outstanding. Obligations under the Revolving Credit Facility are secured by receivables generated by our BILL Divvy Corporate Card and certain related collateral, and subject to a limited guarantee by BILL Holdings, Inc. Our Revolving Credit Facility matures in June 2026 and the outstanding borrowings are payable on or before the maturity date.

Previous wording

We are contractually obligated to purchase all card receivables from U.S. based Issuing Banks including authorized transactions that have not cleared. The transactions that have been authorized but not cleared totaled $43.0 million as of December 31, 2024 and have not been recorded on our condensed consolidated balance sheets. We have off-balance sheet credit exposures with these authorized but not cleared transactions; however, our expected credit losses with respect to these transactions were not material as of December 31, 2024.

Current wording

We are contractually obligated to purchase all card receivables from U.S. based Issuing Banks including authorized transactions that have not cleared. The transactions that have been authorized but not cleared totaled $75.8 million as of March 31, 2025 and have not been recorded on our condensed consolidated balance sheets. We have off-balance sheet credit exposures with these authorized but not cleared transactions; however, our expected credit losses with respect to these transactions were not material as of March 31, 2025.

Previous wording

As of December 31, 2024 we, in partnership with the Issuing Banks and the Originating Bank Partner, had approximately $3.3 billion in unused credit available to spending businesses and borrowers using our invoice financing product. While this balance represents the total unused credit available, historical trends and current expectations indicate that the unused credit will likely not be fully utilized by spending businesses and borrowers using our invoice financing product at any one time.

Current wording

As of March 31, 2025 we, in partnership with the Issuing Banks and the Originating Bank Partner, had approximately $3.4 billion in unused credit available to spending businesses and borrowers using our invoice financing product. While this balance represents the total unused credit available, historical trends and current expectations indicate that the unused credit will likely not be fully utilized by spending businesses and borrowers using our invoice financing product at any one time.

Previous wording

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2024 10-K.

Current wording

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2024 10-K. However, the Company continually evaluates its current and estimated future financial results, macroeconomic environment and industry-specific conditions, which are subject to many uncertainties, including the impact of tariffs, volatility related to changes in rates of inflation, interest rates, and the strength of the U.S. dollar, and the potential for a slowing economy. These conditions, if sustained or exacerbated, could negatively impact the estimated fair value of the Company’s single reporting unit, and the Company may be required to perform a quantitative goodwill impairment test in a future period, which could result in a non-cash impairment charge. For more information, see “Notes to Consolidated Financial Statements–Note 1–The Company and its Significant Accounting Policies” in this Quarterly Report on Form 10-Q and in the 2024 10-K.