BILL Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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BILL HOLDINGS, INC.

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Notice of 2026 Annual Meeting of Stockholders and Proxy Statement

NOTE FROM OUR CEO AND FOUNDER

Dear Fellow Stockholder,

A year ago we embarked on an ambitious path. We committed to grow the business, return significant capital to shareholders, and fundamentally reshape how BILL operates, all at the same time.

We accomplished all of that. We completed the organizational changes required to accelerate our transformation into an AI-native company and sharpened our view of the highest impact actions that power our growth, while driving strong business performance on both the top and bottom lines. At the same time, we announced a $1 billion share repurchase authorization and aggressively executed on that. In FY26, the team did an exceptional job executing across these initiatives and as a result we are very well positioned to leverage our unique assets combined with the rapidly developing AI capabilities to further our growth and profit goals in FY27 and beyond.

Fiscal 2026 total revenue was $1.65 billion, an increase of 13% year over year. Core revenue grew 16% to $1.50 billion. Non-GAAP operating income rose 35% to $323.7 million. We generated $354.7 million of free cash flow. Growth and margin expansion are not a trade-off at BILL, and fiscal 2026 demonstrated that.1

Innovating with AI was our top priority for the year, and adoption is real. More than 175,000 businesses now use our agents to improve their financial operations and save more and more time. And we have only just begun. We have a robust roadmap of AI capabilities that we are actively working on that will change how businesses manage their business operations.

Capital return represented another key highlight to the year. We repurchased 13.7 million shares of our common stock in fiscal 2026, representing $567.3 million in aggregate return to shareholders. With our durable cash flow and conviction around the business, our Board authorized a new $1 billion share repurchase program in May.

BILL exists to help SMBs run their businesses by taking care of the operational headaches that plague them. In fiscal 2027, our most important priority is to accelerate the elimination of those headaches leveraging our expertise and AI technology across our platform. We are building an agentic platform that automates financial operations by default for our nearly half million customers. We will create front-end experiences that remove friction so customers can instantly realize value. Our knowledge of the workflows and pain points specific to small and mid-sized businesses, our proprietary data advantage, our network of more than 9 million members, and our robust payments infrastructure together create a strong foundation to build trusted, accurate, and secure AI for the Fortune 5 million.

Whether or not you plan to attend the 2026 Annual Meeting of Stockholders on December 10, 2026, please read the accompanying proxy statement and vote your shares. Every vote matters to us.

Thank you for being a stockholder and for your ongoing support of BILL.

Sincerely,

René Lacerte

CEO and Founder

October 27, 2026

1 Non-GAAP Operating Income and Free Cash Flow are not prepared in accordance with Generally Accepted Accounting Principles in the United States (GAAP). See Appendix A for a reconciliation to GAAP.

BILL HOLDINGS, INC. 6220 America Center Drive, Suite 100 San Jose, California 95002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We will also consider and act upon other business as may properly come before the 2026 Annual Meeting of Stockholders (the Annual Meeting) of BILL Holdings, Inc. (the Company or BILL) or any adjournment or postponement of the Annual Meeting.

This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about October 27, 2026.

Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone, or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

By Order of the Board of Directors,

Michael Dunn

General Counsel and Corporate Secretary

San Jose, California

October 27, 2026

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC), and is designed to assist you in voting your shares. In addition, our fiscal year ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the twelve months ended June 30 of that year. For example, references to “fiscal 2026” refer to the twelve months ended June 30, 2026. Any reference to a year not preceded by “fiscal year” or the word “fiscal” refers to a calendar year.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this means of delivery makes the proxy distribution process more efficient and less costly, and helps in conserving natural resources.

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements other than statements of historical facts and statements in the future tense. Forward-looking statements are based on our expectations as of the date of this proxy statement and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond the control of BILL Holdings, Inc. (BILL, the Company or we, us and our). These statements include, but are not limited to, statements regarding the Company’s expectations, beliefs, plans, strategies, initiatives, business or financial prospects or outlook, future shareholder value, priorities or future performance. These risks and uncertainties include, but are not limited to, macroeconomic factors, including changes in interest rates, significant political and regulatory developments or changes in trade policy, including government budget cuts, government shutdowns, the imposition of tariffs and other trade barriers, inflationary, recessionary, and volatile market environments, as well as fluctuations in foreign exchange rates, our history of operating losses, our recent rapid growth, the large sums of customer funds that we transfer daily, the risk of loss, errors and fraudulent activity, credit risk related to our BILL Divvy Cards and our invoice financing offering, our ability to attract new customers and convert trial customers into paying customers, our ability to develop, deploy, commercialize and realize expected benefits from AI agents and other AI-enabled tools, our ability to invest in our business and develop new products and services, increased competition or new entrants in the marketplace, potential impacts of acquisitions, investments and other strategic transactions, changes to card network rules and interchange fee rates, our relationships with accounting firms, financial institutions and software providers, the global impacts of ongoing geopolitical conflicts, the actual and expected impacts of the above factors on the small and midsize businesses (SMBs) we serve and other risks detailed in the registration statements and periodic reports the Company files with the SEC, including our quarterly and annual reports, which may be obtained on the Investor Relations section of the Company’s website (https://investor.bill.com/financials/sec-filings/default.aspx) and on the SEC website at www.sec.gov. You should not rely on these forward-looking statements, as actual results may differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this proxy statement are based on information available to the Company as of the date hereof. The Company assumes no obligation to update or revise the forward-looking statements contained in this proxy statement because of new information, future events, or otherwise.

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