Form 8-K

8-K — BILL Holdings, Inc.

Accession: 0001628280-26-032064

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001786352

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Cost Associated with Exit or Disposal Activities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bill-20260507.htm (Primary)

EX-99.1 (bill-2026331xexx991.htm)

GRAPHIC (bill.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bill-20260507.htm · Sequence: 1

bill-20260507

6220 America Center Drive, Suite 100San JoseCalifornia0001786352FALSE00017863522026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________

FORM 8-K

____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

____________________________________

BILL Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

____________________________________

Delaware 001-39149 83-2661725

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

6220 America Center Drive, Suite 100

San Jose, California

95002

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 621-7700

(Former Name or Former Address, if Changed Since Last Report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange on which registered

Common Stock, $0.00001 par value BILL The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, BILL Holdings, Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the third fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company makes reference to certain non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the press release attached as Exhibit 99.1 hereto.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On May 7, 2026, the Company additionally announced that it will reduce its workforce by up to 30% (the “Restructuring”). The Restructuring is part of the Company’s ongoing efforts to improve organizational agility and efficiency, while also seeking to drive greater profitability.

The Company currently estimates that it will incur charges of approximately $30 million to $60 million in connection with the Restructuring, consisting primarily of cash expenditures for severance payments, employee benefits, and related costs as well as non-cash charges related to stock-based compensation expense. The Company expects that the majority of these charges will be incurred in the fourth quarter of fiscal 2026, and that the execution of the Restructuring will be substantially complete by the end of the first quarter of fiscal 2027. The Company intends to exclude the charges associated with the Restructuring from its non-GAAP financial measures. The estimated charges, anticipated future cost-savings, and other effects of the Restructuring are subject to a number of assumptions and other factors, and the actual costs, cost-savings and impacts of the Restructuring may differ materially from the Company’s estimates and expectations.

Item 7.01 Regulation FD Disclosure.

Finally, on May 7, 2026, the Company announced that its board of directors authorized the repurchase of up to $1.0 billion in shares of its outstanding common stock (the “2026 Share Repurchase Authorization”). This authorization includes unused amounts under the Company’s existing share repurchase program announced in August 2025. Pursuant to this authorization, the Company 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 intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions. 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. This authorization has a term of 24 months, may be suspended, discontinued or modified at any time, and does not obligate the Company to acquire any amount of common stock.

A copy of the press release announcing the 2026 Share Repurchase Authorization is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished with Items 2.02 and 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

Number

Description

99.1

Press release entitled “BILL Reports Third Quarter Fiscal Year 2026 Financial Results and Announces $1.0 Billion Share Repurchase Authorization.”

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BILL HOLDINGS, INC.

Date: May 7, 2026 By:

/s/ Rohini Jain

Rohini Jain

Chief Financial Officer

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Document

BILL Reports Third Quarter Fiscal Year 2026 Financial Results

and Announces $1.0 Billion Share Repurchase Authorization

•Q3 Core Revenue Increased 16% Year-Over-Year

•Q3 Total Revenue Increased 13% Year-Over-Year

SAN JOSE, Calif.--(BUSINESS WIRE) – May 7, 2026 – BILL (NYSE: BILL), the financial operations platform trusted by nearly half a million businesses to manage, move, and maximize their money, today announced financial results for the third fiscal quarter ended March 31, 2026.

“BILL’s mission-critical financial operations platform creates significant value for businesses and is resonating in the market,” said René Lacerte, BILL CEO and Founder. “The acceleration of AI presents an extraordinary opportunity for BILL to solve even more customer pain points faster so that we can serve all of the Fortune 5 million.”

“Our Q3 results continue to demonstrate our ability to drive growth while significantly improving margins,” said Rohini Jain, BILL CFO. “With a $1 billion share repurchase authorization, we remain focused on creating shareholder value.”

Financial Highlights for the Third Quarter of Fiscal Year 2026:

•Total revenue was $406.6 million, an increase of 13% year-over-year.

•Core revenue, which consists of subscription and transaction fees, was $371.1 million, an increase of 16% year-over-year. Subscription fees were $74.5 million, up 9% year-over-year. Transaction fees were $296.6 million, up 18% year-over-year.

•Float revenue, which consists of interest on funds held for customers, was $35.4 million.

•Gross profit was $331.9 million, representing an 81.6% gross margin, compared to $291.0 million, or an 81.2% gross margin, in the third quarter of fiscal 2025. Non-GAAP gross profit was $346.0 million, representing an 85.1% non-GAAP gross margin, compared to $304.0 million, or an 84.9% non-GAAP gross margin, in the third quarter of fiscal 2025.

•Operating loss was $0.4 million, compared to $28.9 million in the third quarter of fiscal 2025. Non-GAAP operating income was $79.8 million, compared to $53.3 million in the third quarter of fiscal 2025, an increase of 50% year-over-year.

•Net income was $12.8 million, or $0.13 and $0.12 per share, basic and diluted, respectively, compared to net loss of $11.6 million, or $(0.11) per basic and diluted share, in the third quarter of fiscal 2025. Non-GAAP net income was $77.2 million, or $0.68 per diluted share, compared to non-GAAP net income of $58.7 million, or $0.50 per diluted share, in the third quarter of fiscal 2025.

Business Highlights and Recent Developments:

•Served 493,800 businesses using our solutions as of the end of the third quarter.1

•Processed $89 billion in total payment volume in the third quarter, an increase of 12% year-over-year.

•Processed 34 million transactions during the third quarter, an increase of 14% year-over-year.

•Repurchased approximately 1.0 million shares of BILL common stock in the third quarter for a total cost of approximately $52 million.

New Share Repurchase Program

BILL announced today that its Board of Directors has authorized the repurchase of up to $1.0 billion in shares of its outstanding common stock.

1 Businesses using more than one of our solutions are included separately in the total for each solution utilized.

This authorization includes unused amounts under BILL’s existing share repurchase program announced in August 2025. Pursuant to this authorization, BILL may repurchase shares of its common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. 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. This authorization has a term of 24 months, may be suspended, discontinued or modified at any time, and does not obligate BILL to acquire any amount of common stock BILL expects to fund such stock repurchases using existing cash.

Financial Outlook

We are providing the following guidance for the fiscal fourth quarter ending June 30, 2026 and the full fiscal year ending June 30, 2026.

Q4 FY26

Guidance

FY26

Guidance

Total revenue (millions)

$425.0 - $435.0

$1,642.0 - $1,652.0

Year-over-year total revenue growth

11% - 13%

12% - 13%

Core revenue (millions) $392.0 - $402.0

$1,496.3 - $1,506.3

Year-over-year core revenue growth 13% - 16% 15% - 16%

Non-GAAP operating income (millions)

$81.5 - $86.5

$303.6 - $308.6

Non-GAAP net income (millions)

$78.0 - $82.0

$298.7 - $302.7

Non-GAAP net income per diluted share

$0.69 - $0.72

$2.61 - $2.64

The outlook for non-GAAP net income and non-GAAP net income per diluted share includes a non-GAAP provision for income taxes of 20%. The outlook for non-GAAP net income per diluted share does not take any future repurchases of BILL shares into account, as the impact of such repurchases on a per diluted share basis is not reasonably estimable.

These statements are forward-looking and actual results may differ materially. Refer to the “Note on Forward-Looking Statements” below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

Refer to “Non-GAAP Financial Measures” below for additional information on our non-GAAP financial measures and to the reconciliation tables at the end of this press release for the reconciliation of GAAP and non-GAAP results. BILL has not provided a reconciliation of its non-GAAP operating income, non-GAAP net income or non-GAAP net income per diluted share guidance to the most directly comparable GAAP measures because certain items excluded from GAAP cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Conference Call and Webcast Information

In conjunction with this announcement, BILL will host a conference call for investors at 1:30 p.m. PT (4:30 p.m. ET) today to discuss fiscal third quarter 2026 results and our outlook for the fiscal fourth quarter ending June 30, 2026 and fiscal year ending June 30, 2026. The live webcast and a replay of the webcast will be available at the Investor Relations section of BILL’s website: https://investor.bill.com/events-and-presentations/default.aspx.

About BILL

BILL (NYSE: BILL) is the intelligent finance platform trusted by nearly half a million businesses and their accountants to manage, move, and maximize their money. BILL powers businesses ranging from fast-moving startups to growing companies with complex operations. We use AI to deliver strategic finance capabilities in one integrated platform that includes AP, AR, expenses, forecasting, procurement and more. With a member network of more than 8 million, BILL’s platform processes ~1% of US GDP annually. Headquartered in San Jose, California, BILL is a trusted partner of leading U.S. financial institutions, accounting firms, and software providers. For more information, visit bill.com.

Note on Forward-Looking Statements

This press release and the accompanying conference call contain 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 press release and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond our control. These statements include, but are not limited to, statements regarding our expectations of future performance, including guidance for our total revenue, core revenue, non-GAAP operating income, non-GAAP net income, and non-GAAP net income per diluted share for the fiscal fourth quarter and full fiscal year ending June 30, 2026, our planned investments in fiscal year 2026, our revenue growth and profitability profile in future years, activity under our share repurchase program, including the timing, manner, amount, and impact of any repurchases, our expectations for the growth of demand for our platform and the expansion of our customers’ utilization of our services and the development, deployment and adoption of AI-enabled products and capabilities. 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 SMBs we serve and other risks detailed in the registration statements and periodic reports we file with the Securities and Exchange Commission (SEC), including our quarterly and annual reports, which may be obtained on the Investor Relations section of BILL’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 press release are based on information available to us as of the date hereof. We assume no obligation to update or revise the forward-looking statements contained in this press release or the accompanying conference call because of new information, future events, or otherwise.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain, and the conference call will contain, non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, non-GAAP net income per share, basic and diluted, and free cash flow. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool.

We exclude the following items from non-GAAP gross profit and non-GAAP gross margin:

•stock-based compensation and related payroll taxes

•depreciation and amortization

We exclude the following items from non-GAAP operating expenses and non-GAAP operating income:

•stock-based compensation and related payroll taxes

•depreciation and amortization

•restructuring

•professional advisory fees related to shareholders' activism

We exclude the following items from non-GAAP net income and non-GAAP net income per share:

•stock-based compensation expense and related payroll taxes

•depreciation and amortization

•restructuring

•professional advisory fees related to shareholders' activism

•gain on debt extinguishment

•amortization of debt issuance costs

•non-GAAP provision for income taxes

It is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. We also periodically review our non-GAAP financial measures and may revise these measures to reflect changes in our business or otherwise, including our blended U.S. statutory tax rate.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

We adjust the following items from one or more of our non-GAAP financial measures:

Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses. We exclude stock-based compensation, which is a non-cash expense, and related payroll taxes from certain of our non-GAAP financial measures because we believe that excluding these items provide meaningful supplemental information regarding operational performance. In particular, companies calculate stock-based compensation expenses using a variety of valuation methodologies and subjective assumptions while the related payroll taxes are dependent on the price of our common stock and other factors that are beyond our control and do not correlate to the operation of our business.

Depreciation and amortization. We exclude depreciation and amortization from certain of our non-GAAP financial measures because we believe that excluding this non-cash charge provides meaningful supplemental information regarding operational performance. Depreciation and amortization do not include amortization of capitalized internal-use software costs paid in cash.

Restructuring. We exclude costs incurred in connection with formal restructuring plans and reductions-in-force from certain of our non-GAAP financial measures because these costs are atypical and would have not otherwise been incurred in the normal course of our business operations.

Professional advisory fees related to shareholders' activism. We exclude costs associated with incremental professional advisory fees incurred in connection with activist shareholders, as these costs are atypical and do not reflect costs incurred from our regular engagement with shareholders.

Gain on debt extinguishment. We exclude gain on debt extinguishment associated with our repurchases of certain of our outstanding convertible senior notes because we believe that excluding this non-cash gain provides better insight regarding our operational performance.

Amortization of debt issuance costs. We exclude amortization of debt issuance costs associated with our issuance of our convertible senior notes and credit arrangement from certain of our non-GAAP financial measures because we believe that excluding this non-cash interest expense provides meaningful supplemental information regarding our operational performance.

Non-GAAP provision for income taxes. Consists of assumed provision for income taxes based on the statutory tax rate taking into consideration the nature of the taxed item and the relevant taxing jurisdiction.

In addition, free cash flow is a non-GAAP measure defined as net cash provided by operating activities, adjusted by purchases of property and equipment and capitalization of internal-use software costs. We believe free cash flow is an important liquidity measure of the cash that is generated, after incurring operating expenses, purchases of property and equipment and capitalization of internal-use software costs, for future operational expenses and investment in our business. Free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in the ordinary course of business. One limitation of free cash flow is that it does not reflect our future contractual commitments. Additionally, free cash flow does not represent the total increase or decrease in our cash balance for a given period. Once our business needs and obligations are met, cash can be used to maintain strong balance sheets and invest in future growth.

There are material limitations associated with the use of non-GAAP financial measures since they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements. Please see the reconciliation tables at the end of this press release for the reconciliation of GAAP and non-GAAP results.

IR Contact:

Jack Andrews

investor@ir.bill.com

Press Contact:

Lauren Johns

pr@hq.bill.com

Source: BILL

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

March 31,

2026 June 30,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 994,672 $ 1,038,346

Short-term investments 1,178,673 1,180,110

Accounts receivable, net 32,140 32,341

Acquired card receivables, net 819,359 685,108

Prepaid expenses and other current assets 259,804 258,418

Funds held for customers 3,999,136 4,044,470

Total current assets 7,283,784 7,238,793

Non-current assets:

Operating lease right-of-use assets, net 49,936 56,086

Property and equipment, net 138,517 116,611

Intangible assets, net 177,311 222,805

Goodwill 2,396,509 2,396,509

Other assets 32,749 33,178

Total assets $ 10,078,806 $ 10,063,982

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 7,148 $ 16,293

Accrued compensation and benefits 32,665 39,581

Deferred revenue 21,290 22,435

Other accruals and current liabilities 325,521 252,455

Borrowings from credit facilities — 180,005

Convertible senior notes, net — 33,421

Customer fund deposits 3,999,136 4,044,470

Total current liabilities 4,385,760 4,588,660

Non-current liabilities:

Deferred revenue 380 285

Operating lease liabilities 51,000 58,372

Borrowings from credit facilities 330,000 —

Convertible senior notes, net 1,504,854 1,501,044

Other long-term liabilities 4,077 1,581

Total liabilities 6,276,071 6,149,942

Stockholders' equity:

Common stock 2 2

Additional paid-in capital 5,571,103 5,414,645

Accumulated other comprehensive income 1,992 10,197

Accumulated deficit (1,770,362) (1,510,804)

Total stockholders' equity 3,802,735 3,914,040

Total liabilities and stockholders' equity $ 10,078,806 $ 10,063,982

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands except per share amounts)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Revenue

Subscription and transaction fees (1)

$ 371,134 $ 320,298 $ 1,104,267 $ 954,857

Interest on funds held for customers 35,429 37,919 112,707 124,364

Total revenue 406,563 358,217 1,216,974 1,079,221

Cost of revenue

Service costs (1)

62,726 56,733 197,983 166,633

Depreciation and amortization (2)

11,982 10,479 37,317 31,882

Total cost of revenue 74,708 67,212 235,300 198,515

Gross profit 331,855 291,005 981,674 880,706

Operating expenses

Research and development (1)

74,385 86,540 237,480 250,009

Sales and marketing (1)

153,226 136,758 457,880 395,614

General and administrative (1)

72,286 73,851 228,700 211,744

Provision for expected credit losses 18,834 14,945 57,554 56,964

Depreciation and amortization (2)

8,479 7,857 24,929 24,728

Restructuring 5,044 — 14,326 —

Total operating expenses 332,254 319,951 1,020,869 939,059

Operating loss (399) (28,946) (39,195) (58,353)

Other income, net 15,174 18,650 49,091 91,831

Income (loss) before provision for income taxes 14,775 (10,296) 9,896 33,478

Provision for income taxes 1,989 1,293 2,661 2,607

Net income (loss) $ 12,786 $ (11,589) $ 7,235 $ 30,871

Net income (loss) per share attributable to common stockholders:

Basic $ 0.13 $ (0.11) $ 0.07 $ 0.30

Diluted $ 0.12 $ (0.11) $ 0.07 $ (0.09)

Weighted-average number of common shares used to compute net income (loss) per share attributable to common stockholders:

Basic 99,285 102,219 100,589 103,679

Diluted 112,677 102,219 102,309 104,139

______________________________________

(1) Includes stock-based compensation charged to revenue and expenses as follows (in thousands):

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Revenue - subscription and transaction fees $ 600 $ 562 $ 1,842 $ 1,697

Cost of revenue - service costs 2,082 2,414 6,675 7,147

Research and development 24,202 27,362 79,264 80,265

Sales and marketing 8,358 9,507 28,003 30,781

General and administrative 17,819 22,384 60,308 62,881

Restructuring 876 — 906 —

Total stock-based compensation

$ 53,937 $ 62,229 $ 176,998 $ 182,771

(2) Depreciation and amortization does not include amortization of capitalized internal-use software costs paid in cash of $7.9 million and $25.0 million during the three and nine months ended March 31, 2026, respectively, and $3.6 million and $10.9 million during the three and nine months ended March 31, 2025, respectively, which are included in service costs and general and administrative in the condensed consolidated statements of operations.

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Cash flows from operating activities:

Net income (loss) $ 12,786 $ (11,589) $ 7,235 $ 30,871

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Stock-based compensation 53,937 62,230 176,998 182,771

Amortization of intangible assets 15,164 15,165 45,494 46,760

Depreciation of property and equipment 5,297 3,171 16,751 9,850

Amortization of capitalized internal-use software costs and other paid in cash 7,921 3,114 25,038 10,947

Amortization of debt discount and issuance costs 1,591 1,384 4,826 3,280

Accretion of discount on investments in marketable debt securities (5,258) (7,738) (19,144) (29,410)

Accretion of discount on loans held for investment (7,083) (5,279) (20,760) (15,239)

Gain on debt extinguishment — — — (40,550)

Provision for expected credit losses on acquired card receivables and other financial assets 18,834 14,945 57,554 56,964

Non-cash operating lease expense 2,081 2,067 6,150 6,174

Other 112 319 949 909

Changes in assets and liabilities:

Accounts receivable 9,212 2,442 410 1,282

Prepaid expenses and other current assets (1,514) 9,101 11,399 (18,206)

Other assets 284 (516) 74 8,398

Accounts payable 2,046 3,834 (8,475) 1,760

Other accruals and current liabilities (11,441) 7,370 7,741 14,381

Operating lease liabilities (2,820) (2,759) (7,511) (7,187)

Other long-term liabilities 1,166 2,261 1,166 2,261

Deferred revenue 359 8 (1,049) 812

Net cash provided by operating activities 102,674 99,530 304,846 266,828

Cash flows from investing activities:

Purchases of corporate and customer fund short-term investments (650,076) (1,104,408) (1,333,209) (2,314,975)

Proceeds from maturities and sales of corporate and customer fund short-term investments 465,876 624,617 1,247,330 1,727,367

Purchase of intangible assets — — — (2,868)

Purchases of loans held for investment (249,214) (196,212) (759,498) (576,885)

Principal repayments of loans held for investment 251,476 194,846 767,043 564,295

Acquired card receivables, net (100,736) (153,338) (146,644) (146,388)

Purchases of property and equipment (168) (1,147) (2,959) (1,546)

Capitalization of internal-use software costs (17,774) (7,460) (43,760) (21,219)

Other (372) (1,003) (1,438) (1,582)

Net cash used in investing activities (300,988) (644,105) (273,135) (773,801)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Cash flows from financing activities:

Proceeds from issuance of convertible senior notes — — — 1,400,000

Cash paid for convertible senior notes issuance costs — (906) — (24,006)

Payments for repurchase and settlement of convertible senior notes — — (33,463) (539,403)

Purchase of capped calls — — — (92,960)

Customer fund deposits liability (40,233) (114,587) (56,861) (61,856)

Prepaid card deposits 2,463 11,102 31,557 43,473

Repurchase of common stock (56,862) — (272,658) (400,001)

Proceeds from line of credit borrowings — — 150,000 —

Proceeds from exercise of stock options 683 520 1,517 2,772

Tax withholdings related to net share settlements of equity awards (14,487) (1,702) (43,964) (6,416)

Proceeds from issuance of common stock under the employee stock purchase plan — — 4,648 5,302

Other (1,126) — (2,254) —

Net cash provided by (used in) financing activities (109,562) (105,573) (221,478) 326,905

Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 69 591 142 (181)

Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents (307,807) (649,557) (189,625) (180,249)

Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period 3,669,067 3,820,707 3,550,885 3,351,399

Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 3,361,260 $ 3,171,150 $ 3,361,260 $ 3,171,150

Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above:

Cash and cash equivalents $ 994,672 $ 1,047,737 $ 994,672 $ 1,047,737

Restricted cash included in other current assets 110,372 92,754 110,372 92,754

Restricted cash included in other assets 3,304 5,297 3,304 5,297

Restricted cash and restricted cash equivalents included in funds held for customers 2,252,912 2,025,362 2,252,912 2,025,362

Total cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 3,361,260 $ 3,171,150 $ 3,361,260 $ 3,171,150

BILL HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited, in thousands except percentages and per share amounts)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Reconciliation of gross profit:

GAAP gross profit $ 331,855 $ 291,005 $ 981,674 $ 880,706

Add:

Depreciation and amortization (1)

11,982 10,479 37,317 31,882

Stock-based compensation and related payroll taxes charged to cost of revenue 2,193 2,530 6,896 7,367

Non-GAAP gross profit $ 346,030 $ 304,014 $ 1,025,887 $ 919,955

GAAP gross margin 81.6 % 81.2 % 80.7 % 81.6 %

Non-GAAP gross margin 85.1 % 84.9 % 84.3 % 85.2 %

___________________

(1) Consists of depreciation of property and equipment and amortization of developed technology, excluding amortization of capitalized internal-use software costs paid in cash of $7.2 million and $23.5 million during the three and nine months ended March 31, 2026, respectively, and $3.6 million and $10.9 million during the three and nine months ended March 31, 2025, respectively, which are included in service costs in the condensed consolidated statements of operations.

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Reconciliation of operating expenses:

GAAP research and development expenses $ 74,385 $ 86,540 $ 237,480 $ 250,009

Less - stock-based compensation and related payroll taxes (25,402) (28,553) (81,380) (82,303)

Non-GAAP research and development expenses $ 48,983 $ 57,987 $ 156,100 $ 167,706

GAAP sales and marketing expenses $ 153,226 $ 136,758 $ 457,880 $ 395,614

Less - stock-based compensation and related payroll taxes (8,729) (9,869) (28,718) (31,419)

Non-GAAP sales and marketing expenses $ 144,497 $ 126,889 $ 429,162 $ 364,195

GAAP general and administrative expenses $ 72,286 $ 73,851 $ 228,700 $ 211,744

Less:

Stock-based compensation and related payroll taxes (18,361) (22,957) (61,376) (63,939)

Restructuring — — — 92

Professional advisory fees related to shareholders' activism — — (6,365) —

Non-GAAP general and administrative expenses $ 53,925 $ 50,894 $ 160,959 $ 147,897

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Reconciliation of operating loss:

GAAP operating loss $ (399) $ (28,946) $ (39,195) $ (58,353)

Add:

Depreciation and amortization (1)

20,461 18,336 62,246 56,610

Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses

54,685 63,909 178,370 185,028

Restructuring 5,044 — 14,326 (92)

Professional advisory fees related to shareholders' activism — — 6,365 —

Non-GAAP operating income $ 79,791 $ 53,299 $ 222,112 $ 183,193

___________________

(1) Excludes amortization of capitalized internal-use software costs paid in cash of $7.9 million and $25.0 million during the three and nine months ended March 31, 2026, respectively, and $3.6 million and $10.9 million during the three and nine months ended March 31, 2025, respectively, which are included in service costs and general and administrative in the condensed consolidated statements of operations.

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Reconciliation of net income (loss):

GAAP net income (loss) $ 12,786 $ (11,589) $ 7,235 $ 30,871

Add - GAAP provision for income taxes 1,989 1,293 2,661 2,607

Income (loss) before taxes 14,775 (10,296) 9,896 33,478

Add (less):

Depreciation and amortization (1)

20,461 18,336 62,246 56,610

Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses 54,685 63,909 178,370 185,028

Restructuring 5,044 — 14,326 (92)

Professional advisory fees related to shareholders' activism — — 6,365 —

Gain on debt extinguishment — — — (40,550)

Amortization of debt issuance costs 1,591 1,384 4,826 3,280

Non-GAAP net income before non-GAAP tax adjustments 96,556 73,333 276,029 237,754

Non-GAAP provision for income taxes (2)

(19,311) (14,667) (55,206) (47,551)

Non-GAAP net income $ 77,245 $ 58,666 $ 220,823 $ 190,203

___________________

(2) The non-GAAP provision for income taxes is calculated using a blended tax rate of 20%, taking into consideration the nature of the taxed item and the applicable statutory tax rate in each relevant taxing jurisdiction.

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Reconciliation of net income (loss) per share attributable to

common stockholders, basic and diluted:

GAAP net income (loss) per share attributable to common stockholders, basic and diluted $ 0.13 $ (0.11) $ 0.07 $ 0.30

Add - GAAP provision for income taxes 0.02 0.01 0.03 0.03

Income (loss) before taxes 0.15 (0.10) 0.10 0.33

Add:

Depreciation and amortization (1)

0.21 0.18 0.62 0.55

Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses 0.54 0.63 1.77 1.77

Restructuring 0.05 — 0.14 (0.00)

Professional advisory fees related to shareholders' activism — — 0.06 —

Gain on debt extinguishment — — — (0.39)

Amortization of debt issuance costs 0.02 0.01 0.05 0.03

Non-GAAP net income before non-GAAP tax adjustments per share attributable to common stockholders, basic $ 0.97 $ 0.72 $ 2.74 $ 2.29

Non-GAAP net income before non-GAAP tax adjustments per share attributable to common stockholders, diluted $ 0.85 $ 0.62 $ 2.41 $ 2.10

Less - Non-GAAP provision for income taxes (0.19) (0.14) (0.55) (0.46)

Non-GAAP net income per share attributable to common stockholders, basic $ 0.78 $ 0.57 $ 2.20 $ 1.83

Non-GAAP net income per share attributable to common stockholders, diluted $ 0.68 $ 0.50 $ 1.93 $ 1.68

Shares used to compute GAAP and non-GAAP net income (loss) per share attributable to common stockholders, basic 99,285 102,219 100,589 103,679

Shares used to compute GAAP net income (loss) per share attributable to common stockholders, diluted 112,677 102,219 102,309 104,139

Shares used to compute non-GAAP net income per share attributable to common stockholders, diluted 112,975 117,667 114,397 113,126

___________________

BILL HOLDINGS, INC.

FREE CASH FLOW

(Unaudited, in thousands)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Net cash provided by operating activities $ 102,674 $ 99,530 $ 304,846 $ 266,828

Purchases of property and equipment (168) (1,529) (2,959) (1,546)

Capitalization of internal-use software costs (17,774) (7,460) (43,760) (21,219)

Free cash flow $ 84,732 $ 90,541 $ 258,127 $ 244,063

BILL HOLDINGS, INC.

SUPPLEMENTAL FINANCIAL AND OPERATING METRICS

(Unaudited, in millions)

Three Months Ended

March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026

Revenue

Subscription fees

$ 65.6 $ 65.8 $ 67.4 $ 67.7 $ 68.2 $ 68.8 $ 70.8 $ 72.1 $ 74.5

Transaction fees

215.7 235.5 247.5 251.9 252.1 277.1 287.2 303.1 296.6

Total subscription and transaction fees (1)

281.3 301.3 314.9 319.6 320.3 345.9 358.0 375.1 371.1

Interest on funds held for customers (2)

41.7 42.4 43.5 42.9 37.9 37.4 37.7 39.5 35.4

Total revenue

$ 323.0 $ 343.7 $ 358.5 $ 362.6 $ 358.2 $ 383.3 $ 395.7 $ 414.7 $ 406.6

Revenue by solution

BILL AP/AR $ 149.1 $ 154.9 $ 162.3 $ 166.8 $ 163.8 $ 174.9 $ 178.6 $ 185.9 $ 183.2

BILL Spend and Expense

114.3 126.4 132.6 133.9 137.9 150.6 157.3 166.5 167.2

Integrated Platform

263.4 281.3 294.9 300.7 301.7 325.5 335.9 352.3 350.4

Embedded Solutions and Other

17.9 20.0 20.1 18.9 18.6 20.4 22.1 22.8 20.7

Total subscription and transaction fees

$ 281.3 $ 301.3 $ 314.9 $ 319.6 $ 320.3 $ 345.9 $ 358.0 $ 375.1 $ 371.1

___________________

(1) The sum of subscription fees and transaction fees is also referred to as “Core Revenue” in this release.

(2) The interest on funds held for customers is also referred to as “Float Revenue” in this release.

Three Months Ended

March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026

Subscription fees

BILL AP/AR

$ 50.7 $ 51.3 $ 53.1 $ 54.5 $ 55.2 $ 55.4 $ 56.1 $ 57.7 $ 60.9

Embedded Solutions and Other

14.9 14.5 14.3 13.2 12.9 13.4 14.8 14.4 13.5

Total subscription fees

$ 65.6 $ 65.8 $ 67.4 $ 67.7 $ 68.2 $ 68.8 $ 70.8 $ 72.1 $ 74.5

Transaction fees

BILL AP/AR

$ 98.4 $ 103.6 $ 109.1 $ 112.4 $ 108.5 $ 119.4 $ 122.5 $ 128.2 $ 122.3

BILL Spend and Expense

114.3 126.4 132.6 133.9 137.9 150.6 157.3 166.5 167.2

Integrated Platform

212.7 230.0 241.8 246.2 246.4 270.1 279.8 294.7 289.5

Embedded Solutions and Other

3.0 5.5 5.8 5.7 5.7 7.0 7.4 8.4 7.1

Total transaction fees

$ 215.7 $ 235.5 $ 247.5 $ 251.9 $ 252.1 $ 277.1 $ 287.2 $ 303.1 $ 296.6

Supplemental Information

Rewards expense

$ 53.8 $ 60.5 $ 62.1 $ 64.7 $ 68.4 $ 76.8 $ 81.3 $ 87.0 $ 85.3

Rewards expense as a percentage of revenue from BILL Spend and Expense interchange fees

47 % 48 % 47 % 48 % 50 % 51 % 52 % 52 % 51 %

___________________

“BILL AP/ARˮ and “BILL Spend and Expenseˮ exclude revenue contributed by customers referred through financial institutions

(“FI Channelˮ). “Embedded Solutions and Otherˮ include revenue contributed from the FI Channel, Invoice2go, and other solutions.

Note: Totals may not sum due to rounding.

As of

March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026

Businesses using solutions

BILL AP/AR customers

146,700 151,200 156,100 160,600 164,800 169,500 173,500 177,500 181,500

BILL Spend and Expense spending businesses

33,500 34,800 36,400 37,800 39,500 41,100 42,500 44,000 45,600

Integrated Platform

180,100 186,000 192,500 198,400 204,300 210,500 216,000 221,400 227,100

Embedded Solutions and Other customers

284,700 288,500 283,800 282,900 284,300 283,200 282,500 277,000 266,700

Total Businesses Using Solutions 464,900 474,600 476,200 481,300 488,600 493,700 498,500 498,500 493,800

___________________

“BILL AP/ARˮ and “BILL Spend and Expenseˮ exclude revenue contributed by customers referred through our FI Channel. “Embedded Solutions and Otherˮ includes revenue contributed from our FI Channel, Invoice2go, and other solutions.

Note: Totals may not sum due to rounding.

Three Months Ended

March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026

Total Payment Volume (TPV, in billions)

BILL AP/AR $ 60.9 $ 64.4 $ 67.7 $ 71.9 $ 66.9 $ 72.5 $ 74.7 $ 79.9 $ 73.9

BILL Spend and Expense

4.4 4.8 5.1 5.2 5.3 5.8 6.2 6.5 6.6

Integrated Platform

65.2 69.2 72.8 77.1 72.3 78.4 80.9 86.4 80.5

Embedded Solutions and Other

6.2 6.7 7.1 7.4 7.1 7.8 8.4 8.7 8.2

Total Payment Volume $ 71.4 $ 75.9 $ 79.8 $ 84.5 $ 79.4 $ 86.1 $ 89.3 $ 95.1 $ 88.7

Transactions processed

(in millions)

BILL AP/AR 10.7 11.5 11.7 12.2 11.5 12.4 12.5 12.8 12.1

BILL Spend and Expense

13.5 14.8 15.3 16.1 16.5 18.5 18.8 19.8 19.5

Integrated Platform

24.3 26.3 27.0 28.3 28.0 30.9 31.3 32.6 31.6

Embedded Solutions and Other

1.4 1.6 1.6 1.7 1.8 2.0 2.0 2.1 2.4

Total Transactions 25.7 27.8 28.6 30.0 29.7 32.9 33.3 34.7 34.0

___________________

Note: Totals may not sum due to rounding.

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