DEF 14A of BILL Holdings, Inc., Oct 27, 2026

DEF 14A of BILL Holdings, Inc.

Filed Oct 27, 2026 · FY20260001786352-26-000004

Open on EDGAR

  1. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  2. WHO WE ARE

    WHO WE ARE Our Board of Directors (our Board) currently consists of 12 directors, all of whom, other than Mr. Lacerte, qualify as “independent” under the listing standards of The New York Stock Exchange (the NYSE Listing Standards). Our Board is divided into three classes with each class serving for three years and the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election at the Annual Meeting for a three-year term ending upon the 2029 Annual Meeting of Stockholders. The terms of office of directors in Class II and Class III will expire at the annual meetings of stockholders to be held in 2027 and 2028, respectively.

  3. Director Nominees

    Director Nominees The following four Class I directors have been nominated for election at the Annual Meeting:

  4. Director Nominees

    | Keri Gohman Independent Director Nominee Director Since: 2025 Term Expires: 2026 Age: 50 Board Committees •Audit •Risk Education •B.A., Liberty University •MBA, Lynchburg College Board Experience •PatientNow, Inc. (since 2025) •CARET (2022-2024) •Passport Labs, Inc. (2021-2024) •Pleo Holdings ApS (Bain Capital Ventures Portfolio Company) (2021-2024) | Board Qualifications Ms. Gohman brings over 20 years of experience at the intersection of the payments, banking and accounting sectors. She has held leadership and strategy roles with established financial services firms and technology companies, scaling SaaS businesses for growth and driving transformation through integrated payment solutions and scalable digital ecosystems. In her current role, as Chief Executive Officer at PatientNow, she focuses on providing embedded and digital solutions to small and midsize businesses. Key Skills and Experiences | | | | | •Finance / Accounting | •Payments / FinTech | •Senior Operating Leadership | | | –As a senior executive leader of technology businesses, Ms. Gohman demonstrates a proven track record in P&L management and operational discipline across global markets. At CARET, she led the company through a strategic transformation, which included a rebranding and restructuring initiative that involved divesting a subsidiary to sharpen focus on its core SaaS practice management platform. –Currently at PatientNow and previously at CARET, Ms. Gohman oversaw the development of embedded receivables and payment services, among other offerings designed for small and midsize businesses. She possesses deep expertise in financial, fintech and integrated payment solutions, shaped by her role as a partner at Bain Capital Ventures advising technology clients, and her hands-on leadership as Chief Platform Business Officer at Xero, where she led the innovation process of new financial service offerings. –Earlier in her career, Ms. Gohman held several leadership roles at Capital One, including serving as Head of the Small Business Bank. In that role, she oversaw payments and lending across digital and traditional banking channels, led regulatory engagements and managed credit risk and portfolio performance. She also played a pivotal role in advancing Capital One’s retail banking digital transformation through the development of its mobile and online platforms. Career Highlights PatientNow, Inc. – a medical practice management platform •Chief Executive Officer (since 2025) CARET – a legal practice management platform •Chief Executive Officer (2022-2024) Bain Capital Ventures, LP – a technology investment firm •Partner (2019-2022) Xero Limited (ASX: XRO) – a cloud-based accounting software for small businesses •Chief Platform Business Officer (2018-2019) •President, Xero Americas (2016-2018) Capital One Financial Corporation (NYSE: COF) – a leading American bank holding company and financial services provider •Executive Vice President, Head of Small Business Bank (2013-2016) •Senior Vice President, Small Business Deposits & Payments (2012-2013), Digital Banking Models (2010-2012) •Vice President, Sales and Customer Experience (2008-2010) Intuit Inc. (Nasdaq: INTU) – a financial software company •Director, Sales & Support (2006-2008), Global Professional Services Business (2004-2006) | | |

  5. Director Nominees

    | René Lacerte Board Chair, Founder, CEO and Director Nominee Director Since: 2006 Term Expires: 2026 Age: 59 Education •B.A., Economics, Stanford University •M.S., Industrial Engineering, Stanford University | Board Qualifications Mr. Lacerte brings extensive leadership experience in financial technology, innovation and operational strategy. As the founder and Chief Executive Officer of BILL, and, previously, of PayCycle, he has led transformative advancements in digital payments and business automation. His expertise in product development, customer-centric platforms, scaling technology solutions and deep knowledge of BILL’s operations provide the Board with valuable insight into innovation and growth strategy. Key Skills and Experiences | | | | | •Payments / FinTech Expertise | •SaaS / Technology / Innovation | •Senior Operating Leadership Experience | | | –Mr. Lacerte has led BILL’s growth from a startup to a publicly traded company with nearly 1,500 employees and half a million business customers. He oversaw the Company’s IPO in 2019 and has driven its strategic acquisitions, including Divvy, Invoice2go and Finmark, to broaden BILL’s capabilities and customer reach. –Having served as Chief Executive Officer and Chief Financial Officer of PayCycle, he gained deep experience in scaling SaaS platforms and driving innovation in payroll automation. Under his leadership, PayCycle became the then-largest online payroll solution and was acquired by Intuit, expanding the online capability of its payroll offering. –Mr. Lacerte brings experience in launching payment and fintech systems. Earlier in his career at Intuit, Mr. Lacerte launched the company’s first connected payroll product and built its bill payment and credit card businesses into multi-million-dollar operations. Career Highlights BILL Holdings, Inc. (NYSE: BILL) •Founder and Chief Executive Officer (since 2006) PayCycle, Inc. – an online payroll solutions company (acquired by Intuit, Inc. in 2009) •Chief Financial Officer and Co-Founder (2005-2006) •Chief Executive Officer and Co-Founder (1999-2005) Intuit Inc. (Nasdaq: INTU) – a financial software company •Group Product Manager (1994-1999) | | |

  6. Director Nominees

    | Tina Chan Reich Independent Director Nominee Director Since: 2022 Term Expires: 2026 Age: 50 Board Committees •Risk (Chair) •Audit Education •B.S., Economics, Massachusetts Institute of Technology (MIT) Board Experience •BAWAG Group AG (VIE: BG) (since 2025) •Santander Holdings USA, Inc. and Santander Bank, N.A. (since 2023) •Altus Power, Inc. (NYSE: AMPS) (2023-2025) | Board Qualifications Ms. Reich possesses extensive financial services and fintech experience, specializing in enterprise and technology-driven risk management, machine learning, artificial intelligence, data science and digital transformation. As a former executive at American Express Company, she offers the Board valuable insights into creating customer-focused digital innovation, data strategy and global expansion. Key Skills and Experiences | | | | | •Enterprise Risk Management – Cybersecurity, Payments and Regulatory | •Payments / FinTech | •Senior Operating Leadership | | | –At ROC Partners, Ms. Reich provides strategic guidance on risk management, data governance and analytics to companies such as Clara (a B2B Latin American S&E fintech), Medius (a B2B Sweden-based enterprise AI platform), Lendio (an online SMB loan marketplace) and Taktile (an agentic decision credit and fraud platform). She also serves on the Dean’s Advisory Council for the MIT Schwarzman College of Computing. –As Chief Credit Officer at American Express, Ms. Reich led risk management for Global Business Financing, Payments and Digital Experiences Group, as well as Global Merchant and Network Services Group. Her responsibilities spanned underwriting for small business and corporate cards, merchant financing, business loans, B2B payment products, working capital solutions, digital solutions, cross-border and off-card payments. She also oversaw new product launches and the acquisition and integration of fintech platforms such as Kabbage, which offered automated lending and cash-flow management tools. –Ms. Reich brings deep technical expertise, acquired through her experience architecting a range of data science and machine learning services tailored to small and medium-sized businesses as Chief Data Scientist and Chief Risk Officer at Credibly. She was responsible for overseeing the entire data science and risk lifecycle, from attracting customers to algorithm development to collections management. Career Highlights ROC Partners – a consulting firm specializing in risk management, credit, payments, and data science/AI-driven platforms •Founder and Principal (since 2022) American Express Company (NYSE: AXP) – a payment and card services company •SVP and Chief Credit Officer (2019-2021) •VP, Global Consumer Underwriting and New Deals, Products and Channels (2005-2009) •Director, Global Strategic Analysis and Testing for Small Business and Middle Market (2003-2005) Credibly – a fintech lending platform for small and medium-sized businesses •Chief Risk Officer, Chief Data Scientist (2014-2018) Citigroup Inc. (NYSE: C) – a leading multinational banking and financial services corporation - Group Head, Small Business and Commercial Banking Risk (2010-2014) | | |

  7. Director Nominees

    | Dan Wernikoff Independent Director Nominee Director Since: 2025 Term Expires: 2026 Age: 55 Board Committees •Compensation Education •B.A., Finance, Miami University •MBA, University of Pittsburgh Board Experience •LegalZoom.com, Inc. (Nasdaq: LZ) (2019-2024) | Board Qualifications Mr. Wernikoff has over 15 years of senior executive experience leading well-known business and consumer brands in software and payments industries, with a focus on serving small and midsize companies. He has led organizations and product teams through significant growth shifts, including the transformation of QuickBooks from a desktop, U.S.-based software business to a global, cloud-based ecosystem. His extensive knowledge of financial products, emerging technologies and automation supports oversight of strategic expansions and shareholder value-creating strategies. Key Skills and Experiences | | | | | •Payments / FinTech | •SaaS / Technology / Innovation | •Senior Operating Leadership | | | –As Chief Executive Officer of LegalZoom, Mr. Wernikoff transformed the company into a leading provider of small business formation services and successfully led its IPO in 2021. During his tenure, he shifted the company’s strategy toward a subscription-based model and launched several SaaS offerings, resulting in 67% revenue growth. –As Executive Vice President and General Manager of Intuit’s two flagship divisions – the Consumer Group (TurboTax) and the Small Business Group (QuickBooks) – Mr. Wernikoff led the development and launch of TurboTax Live, an AI-enabled assisted tax platform and QuickBooks Online, the pre-eminent global financial ecosystem for small businesses. –Mr. Wernikoff contributes a decade of experience in the payments sector to the Board, having served as both product leader and General Manager for Intuit’s payments business. He also offers valuable insights from his earlier roles in online banking and brokerage at Charles Schwab and Bank One (now JP Morgan). Career Highlights Imprest AI, Inc. – a provider of accounting software for small businesses •Founder and Chief Executive Officer (2026-present) LegalZoom.com, Inc. (Nasdaq: LZ) – an online legal technology and services company •Chief Executive Officer (2019-2024) Intuit Inc. (Nasdaq: INTU) – a financial software company •Executive Vice President, General Manager, Consumer Group (2016-2018) •Executive Vice President, General Manager, Small Business Group (QuickBooks) (2014-2018) •Senior Vice President, General Manager, Financial Management Solutions (QuickBooks, Payments and Capital) (2010-2013) •Vice President, Product and Marketing, Small Business Group (2009-2010) •Product Management and User Experience (QuickBooks) (2008-2009) •Product Management, Payments (2003-2008) Charles Schwab Corporation (NYSE: SCHW) – a multinational financial services company (1999-2003) | | |

  8. Continuing Directors

    Continuing Directors In addition, the following eight directors will continue to serve until our 2027 or 2028 annual meetings of stockholders, as applicable:

  9. Continuing Directors

    | Aida Alvarez Independent Director Director Since: 2022 Term Expires: 2027 Age: 77 Board Committees •Nominating and Corporate Governance Education •B.A., English, Harvard University Board Experience •Fastly, Inc. (NYSE: FSLY) (since 2019) •Stride, Inc. (NYSE: LRN) (since 2017) •HP Inc. (NYSE: HPQ) (2016-2025) •Oportun Financial Corporation (Nasdaq: OPRT) (2011-2022) •Walmart Inc. (NYSE: WMT) (2006-2016) •MUFG Union Bank (NYSE: MUFG) (2004-2014) •PacifiCare Health Systems, Inc. (NYSE: PHSY, now UnitedHealth Group) (2003-2005) | Board Qualifications Ms. Alvarez brings extensive expertise in financial oversight, regulatory compliance and public affairs to the Board, built through a career spanning investment banking and federal policy. At the U.S. Small Business Administration, she led complex financial system initiatives, guided organizations on growth and capital strategy, and advanced innovation for small and midsize businesses. Her service on boards of global corporations further enhances the Board’s perspective on leading practices related to governance, risk management and long-term value creation. Key Skills and Experiences | | | | | •Enterprise Risk Management – Cybersecurity, Payments and Regulatory | •Governance | •Senior Operating Leadership | | | –As U.S. Small Business Administrator, Ms. Alvarez served on President Clinton’s Cabinet, overseeing $60 billion in guaranteed loans and venture capital to support small and midsize businesses. This experience informs her contributions to the Board, particularly in shaping strategy focused on financial automation and customer-focused innovation. –Prior to that role, Ms. Alvarez was the inaugural Director of the Office of Federal Housing Enterprise Oversight, where she established the agency from the ground up. In that role, she ensured the capital adequacy and financial stability of Fannie Mae and Freddie Mac, overseeing a trillion-dollar segment of the secondary mortgage market. –Drawing on her experience overseeing large-scale operations, Ms. Alvarez has advised public company boards on strategic growth and financing initiatives, including HP’s $1 billion acquisition of Samsung Printing Solutions in 2021. Career Highlights Various U.S. Public Service Positions •Administrator of the U.S. Small Business Administration (1996-2001) •Director of the Office of Federal Housing Enterprise Oversight (1993-1996) First Boston Corporation – an investment bank (acquired by Credit Suisse) •Vice President, Public Finance (1988-1993) Bear Stearns Companies, Inc. – an investment bank and financial services firm •Vice President, Public Finance (1985-1988) | | |

  10. Continuing Directors

    | Natalie Derse Independent Director Director Since: 2025 Term Expires: 2028 Age: 49 Board Committees •Audit Education •B.S., Finance, University of Dayton | Board Qualifications Ms. Derse brings over 25 years of progressive financial management, business performance analytics and operational excellence across multiple industries, including ecommerce, consumer products and services, manufacturing and distribution. She is a strategic and results-oriented global executive focused on improving profitability of large, complex international businesses and is experienced in using big data to accelerate growth; identifying process and operational efficiencies to drive margin accretion; and has a proven track record of effective management of capital, including M&A. Key Skills and Experiences | | | | | •Finance / Accounting | •SaaS / Technology / Innovation | •Senior Operating Leadership | | | –As Chief Financial Officer of Gen Digital, Ms. Derse leads strategy, forecasting, accounting, and capital investment priorities to ensure strategic alignment and strong execution in line with the company’s long-term growth objectives. Since becoming CFO six years ago, Gen Digital’s revenue has more than doubled and non-GAAP earnings per share has increased almost 3x, driven by strong execution and disciplined operations. Most recently, she guided the $1B acquisition of MoneyLion in 2025, doubling the company’s addressable market. –At eBay, Ms. Derse held senior financial roles where she drove strategic and operational growth through global partnerships, marketing and advertising initiatives and merchandise transactions. During her leadership tenure, she also oversaw the company’s global internal audit, enterprise risk management and compliance, led data management, business intelligence, and business analytics, along with all aspects of core FP&A for the $10B+ operation. –Ms. Derse began her career in several financial leadership roles at Stanley Black & Decker and General Electric, developing extensive insights into brand, marketing and customer retention initiatives. Career Highlights Gen Digital Inc. (Nasdaq: GEN) – a multinational cybersecurity company •Chief Financial Officer (since 2020) eBay Inc. (Nasdaq: EBAY) – an online marketplace •Vice President of Finance, Product, Platform, Payments, Risk & Trust (2020) •Vice President of Finance, Chief Audit Executive (2019-2020) •Vice President, Chief Financial and Operating Officer, Americas (2017-2019) •Senior Director, Global Financial Planning and Analysis (2013-2017) •Director, Seller Finance and Analytics (2011-2013) Stanley Black & Decker, Inc. (NYSE: SWK) – a manufacturer of hand and power tools •Director of Financial Planning and Analysis (2008-2011) General Electric Company (NYSE: GE) – a global digital industrial company •Variety of finance roles of increasing responsibility (1998-2008) | | |

  11. Continuing Directors

    | Peter Feld Independent Director Director Since: 2025 Term Expires: 2027 Age: 47 Board Committees •Nominating and Corporate Governance Education •B.A., Economics, Tufts University Board Experience •Qorvo (Nasdaq: QRVO) (2025-2026) •Gen Digital Inc. (Nasdaq: GEN) (2018-2025) •Green Dot Corporation (NYSE: GDOT) (2022-2023) •GCP Applied Technologies Inc. (LON: GCP) (2020-2022) •Magellan Health, Inc. (formerly NYSE: MGLN, acquired by Centene Corporation in 2022) (2019-2022) | Board Qualifications Mr. Feld brings over 20 years of experience in corporate finance, governance and capital markets. In his current role as Managing Member, Portfolio Manager and Head of Research at Starboard Value, he has served on numerous technology company boards, guiding strategic transformation and operational improvements to create substantial value for shareholders. Key Skills and Experiences | | | | | •Governance | •Senior Operating Leadership | •Strategy / M&A | | | –At Starboard and Ramius, Mr. Feld has led high-impact shareholder initiatives, navigating complex transformations in sectors ranging from technology to consumer-facing businesses. He has overseen financial performance and industry data analysis, identifying undervalued companies with strong growth and margin improvement potential, pinpointing enhancement opportunities and developing strategic, operating and financial initiatives to unlock long-term value. –Mr. Feld has served on more than 15 public company boards, including at Qorvo, Gen Digital (f/k/a Norton LifeLock and Symantec), AECOM, Marvell Technology Group, The Brink’s Company, Insperity, Darden Restaurants, Tessera Technologies (n/k/a Xperi Corporation) and Integrated Device Technology. –Mr. Feld began his career at Banc of America Securities, where he developed deep expertise in the technology sector. Career Highlights Starboard Value LP – an investment management firm •Co-Founder, Managing Member, Portfolio Manager, and Head of Research (since 2011) Ramius LLC – an investment management firm •Managing Director and Head of Research (2005-2011) Banc of America Securities LLC (NYSE: BAC) – an investment banking subsidiary of Bank of America (merged with Merrill Lynch in 2008) •Analyst, Technology Investment Banking group (2001-2004) | | |

  12. Continuing Directors

    | David Hornik Independent Director Director Since: 2016 Term Expires: 2028 Age: 58 Board Committees •Nominating and Corporate Governance Education •A.B., Political Science and Computer Music, Stanford University •M. Phil, Criminology, Cambridge University •J.D., Harvard Law School Board Experience •GitLab Inc. (Nasdaq: GTLB) (2019-2022) •Splunk Inc. (previously Nasdaq: SPLK) (2004-2017) •Fastly, Inc. (NYSE: FSLY) (since 2012) | Board Qualifications Mr. Hornik is a proven strategic advisor with over 25 years of experience in AI technology, software investment, and management. Having counseled many tech companies through periods of transformational growth, he brings deep expertise in SaaS, AI integration, scaling enterprise applications, infrastructure software, fintech, and consumer-facing software and services. Key Skills and Experiences | | | | | •Governance | •SaaS / Technology / Innovation | •Strategy / M&A | | | –As General Partner at August Capital and Founding Partner at Lobby Capital, Mr. Hornik has worked closely with management teams to accelerate growth for software companies by identifying key value drivers, including product development and innovation, expansion of SaaS and machine learning capabilities, and pricing and customer base expansion strategies. –Mr. Hornik has successfully positioned early-stage technology innovation companies for acquisition, including WePay, a payment service provider acquired by JPMorgan Chase in 2017; Aardvark, a social search engine acquired by Google in 2010; PayCycle, an online payroll platform acquired by Intuit in 2009; and Evite, an online invitation company acquired by Ticketmaster in 2001. –Mr. Hornik began his career at global law firms, including Perkins Coie, Venture Law Group and Cravath, Swaine & Moore, advising clients on corporate law and M&A. He brings deep insights into risk mitigation and has taught courses on intellectual property at Stanford Business School and product management at Stanford’s School of Engineering. Career Highlights Lobby Capital – a venture capital firm •Founder and General Partner (since 2021) August Capital – a venture capital firm focused on information technology •General Partner (since 2000) | | |

  13. Continuing Directors

    | Elizabeth Johnson Independent Director Director Since: 2025 Term Expires: 2028 Age: 55 Board Committees •Compensation Education •B.A., Economics and Mathematical Methods in Social Sciences, Northwestern University •MBA, Stanford Graduate School of Business Board Experience •Invesco Ltd. (NYSE: IVZ) (since 2023) | Board Qualifications Ms. Johnson brings senior leadership experience in the banking industry, including most recently as Vice Chair and Chief Experience Officer of Citizens Financial Group. Over her 10+ years in consumer banking, she has developed and led digital design, data & analytics, marketing & communications and enterprise payments strategies to drive profitable growth and favorable customer experiences. Key Skills and Experiences | | | | | •Payments / FinTech | •Senior Operating Leadership | •Strategy / M&A | | | –At Citizens Financial Group, Ms. Johnson led the enterprise-wide strategy to modernize the bank’s customer experience. She oversaw key products and payment platforms, including real-time payments and bill pay, among others. Under her leadership, the company adopted AI-based platforms and advanced analytics to drive revenue growth and profitability. –Ms. Johnson spent 15 years at Bain & Company, where she advised clients across industries on strategy development and enterprise transformation. Her work focused on helping organizations navigate complex challenges, with a particular emphasis on customer experience and long-term value creation. –Ms. Johnson began her career in investment banking at Goldman Sachs and JPMorgan Chase, where she gained an intrinsic understanding of financial analysis, capital markets and strategic client advisory. Career Highlights Citizens Financial Group, Inc. (NYSE: CFG) – a consumer and commercial bank •Vice Chair and Chief Experience Officer (2020-2025) •Executive Vice President, Chief Marketing Officer and Head of Consumer Strategy (2015-2020) •Executive Vice President and Head of Strategy (2013-2015) Bain & Company, Inc. – a global management consulting firm •Partner (2005-2013) •Roles with an increasing scope of responsibility (1998-2005) | | |

  14. Continuing Directors

    | Lee Kirkpatrick Independent Director Director Since: 2025 Term Expires: 2027 Age: 65 Board Committees •Audit (Chair) Education •B.S., Business Administration, University of Southern California •MBA, Finance, Columbia University Board Experience •Olo Inc. (NYSE: OLO) (2023-2025) •Bilander Acquisition Corp. (previously Nasdaq: TWCB, SPAC) (2021-2024) •TWC Tech Holdings II Corp. (Nasdaq: TWCTU) (2020-2021) | Board Qualifications Mr. Kirkpatrick brings extensive senior leadership experience in corporate finance, accounting and operations across high-growth technology companies. His work has spanned building internal controls and compliance frameworks for rapidly scaling organizations, while driving global strategies to improve efficiencies and expand margins. His proven ability to harness technology to meet evolving market demands enhances the Board’s oversight of strategic execution, innovation and risk management. Key Skills and Experiences | | | | | •Finance / Accounting | •SaaS / Technology / Innovation | •Senior Operating Leadership | | | –Mr. Kirkpatrick served as Chief Financial Officer at Twilio, which he joined as one of the first finance hires and scaled the global finance team to support growth from $23 million to $650 million in annual revenue. He led Twilio’s successful IPO in 2016 and drove strategic acquisitions, including SendGrid, expanding Twilio’s global reach, cloud and enterprise solutions. During Mr. Kirkpatrick’s tenure, the company delivered 332% in total shareholder returns following its IPO. –As Chief Operating Officer and Chief Financial Officer at SAY Media, Mr. Kirkpatrick oversaw product development, advertising and finance operations. He led the company’s expansion across the U.S. and Europe and executed multiple acquisitions, including the strategic purchase of Six Apart, which significantly broadened SAY Media’s reach. –At Ofoto, Mr. Kirkpatrick directed financial strategy and operations for a leading online photo platform serving millions of users. Following its acquisition by Eastman Kodak in 2001, he transitioned into senior operational roles, where he advanced growth initiatives and served on the $6.5 billion Consumer Digital Imaging Group’s leadership team. Career Highlights Twilio Inc. (NYSE: TWLO) – a leading customer engagement cloud communications company •Chief Financial Officer (2012-2018) SAY Media, Inc. – a digital publishing and advertising company (acquired by TheMaven, Inc. in 2018) •Chief Financial Officer (2010-2011) VideoEgg, Inc. – a digital publishing and advertising company (acquired by TheMaven, Inc. in 2018; now SAY Media, Inc.) •Chief Operating Officer and Chief Financial Officer (2007-2010) Eastman Kodak Company – a global technology company specializing in commercial print, packaging, publishing, manufacturing and entertainment •Chief Operating Officer, Kodak Imaging Network (2004-2006) Ofoto, Inc. – a leading online photo platform (acquired by Eastman Kodak Company in 2001) •Chief Financial Officer (2000-2004) iOwn Inc. – an online platform specializing in mortgages and real estate services (acquired by Citigroup Inc. in 2001) •Chief Financial Officer (1998-2000) HyperParallel, Inc. – a data mining software and services company (acquired by Yahoo! Inc. in 1998; now Altaba Inc.) •Chief Financial Officer (1997-1998) | | |

  15. Continuing Directors

    | Allie Kline Lead Independent Director Director Since: 2020 Term Expires: 2028 Age: 55 Board Committees •Nominating and Corporate Governance (Chair) •Risk Education •B.S., Communications, Ithaca College Board Experience •Huntington Bancshares Incorporated (Nasdaq: HBAN) (since 2019) •Waddell & Reed Financial, Inc. (NYSE: WDR) (2020-2021) •Pier 1 Imports, Inc. (former NYSE: PIRRQ) (2018-2020) | Board Qualifications Ms. Kline contributes deep experience helping companies drive growth during times of disruption, transition and transformation in the technology and banking sectors, including as Chief Marketing Officer of Verizon Media. She has extensive expertise, including oversight for global consumer and B2B marketing, external and internal communications, and strategy for fast-growth companies. Key Skills and Experiences | | | | | •Enterprise Risk Management – Cybersecurity, Payments and Regulatory | •Governance | •Sales / Marketing | | | –As Executive Partner at Ethos Capital, a private equity firm, Ms. Kline works with investment team members to identify and assess potential investment opportunities in data and technology. She is also CEO of Identity Digital’s Known Systems (formerly Innovation Labs), where she leads a team focused on agentic identity. –Ms. Kline played a pivotal role in shaping the programmatic advertising category during her previous service as Chief Marketing and Communications Officer for Verizon Media, an $8 billion subsidiary of Verizon Communications Inc. She led global consumer and B2B marketing, communications and brand strategy across a portfolio of 20+ digital brands, including AOL, HuffPost, MAKERS, MapQuest, TechCrunch, Tumblr and Yahoo, reaching over one billion consumers worldwide. –Ms. Kline served as Chief Marketing Officer at AOL during its transformation out of Time Warner and through its sale to Verizon, including the acquisition of its Yahoo assets. Career Highlights Ethos Capital – a private equity firm •Chief Executive Officer of Known Systems (since 2026), a technology company and Ethos Capital portfolio company •Executive Partner (since 2024) LEO DIX – a management consulting firm •Founding Principal (since 2020) Verizon Media – a subsidiary of Verizon Communications Inc. (NYSE: VZ), a multinational telecommunications company •Chief Marketing and Communications Officer (2015-2018) MAKERS – an AOL/Verizon women’s media brand •Chief Executive Officer (2016-2018) AOL Inc. (former NYSE: AOL) – an online services and digital media company •Chief Marketing Officer (2013-2015) | | |

  16. Continuing Directors

    | Allison Mnookin Independent Director Director Since: 2019 Term Expires: 2027 Age: 56 Board Committees •Compensation (Chair) Education •A.B., Women’s Studies, Harvard University •MBA, Harvard Business School Board Experience •LPL Financial Holdings Inc. (Nasdaq: LPLA) (since 2018) •Fleetmatics Group PLC (previously NYSE: FLTX) (2014-2016) | Board Qualifications Ms. Mnookin is an accomplished senior technology executive in cloud and enterprise software. She has a strong track record of scaling technology platforms, leading operational transformations and delivering sustained growth by building robust business processes in SaaS and fintech. Her strategic and operational insights bolster the Board’s ability to guide the Company’s innovation initiatives. Key Skills and Experiences | | | | | •Payments / FinTech | •SaaS / Technology / Innovation | •Senior Operating Leadership | | | –Ms. Mnookin served as CEO of QuickBase, where she led the company’s strategic spinoff from Intuit and directed its overall business strategy, talent development and financial operations. Under her leadership, QuickBase grew its customer base to more than 500,000 business subscribers, including more than half of the Fortune 100. –Ms. Mnookin brings strategic expertise in developing and executing go-to-market strategies for innovation-focused fintech technologies. At QuickBase, a business unit of Intuit, she played a key role in product commercialization and marketing initiatives, including for Quicken Loans and Quicken Health. –Ms. Mnookin has deep experience in sales and marketing for technology companies, and as a Vice President and General Manager at Intuit, she led a $500 million small business product portfolio, shaping her understanding of competitive pricing models and marketing in evolving markets. Career Highlights Harvard Business School – a graduate school of Harvard University •Senior Lecturer of Business Administration, Technology and Operations Management (since 2017) QuickBase, Inc. – an online application software company •Chief Executive Officer (2016) Intuit Inc. (Nasdaq: INTU) – a financial software company •General Manager and VP, QuickBase (2010-2016) •Commercial Leader, Quicken Health (2008-2010) •General Manager, QuickBooks – Main Street Segment (2005-2008) •General Manager and VP, QuickBooks (1997-2005) Oracle Corporation (NYSE: ORCL) – a leading cloud technology company •Senior Manager, Ecommerce (1992-1996) | | |

  17. Fiscal 2026 Director Compensation

    Fiscal 2026 Director Compensation Annually, the Compensation Committee evaluates the Company’s non-employee director compensation design, competitiveness, and effectiveness, to help ensure the program continues to facilitate the attraction and retention of highly qualified Board members. For fiscal 2026, the Compensation Committee engaged Semler Brossy Consulting Group LLC (Semler Brossy) as its independent compensation consultant to review the competitiveness of our non-employee director compensation program relative to industry peers and other comparably-sized companies and provide recommendations as deemed appropriate. The industry peer groups used in these periodic market studies are the same ones used to assess pay competitiveness for our named executive officers. For fiscal 2026, based on this analysis of our program as compared to our industry peers, Semler Brossy did not recommend any changes to our existing non-employee director compensation program. The following table provides information regarding all fiscal 2026 compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal 2026, other than Mr. Lacerte, our Chief Executive Officer. Mr. Lacerte is not included in the table below, as he is also our employee and receives no additional compensation for his service as a director. The compensation received by Mr. Lacerte as an employee is shown under “Executive Compensation Tables—Summary Compensation Table” below.

  18. Fiscal 2026 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Aida Alvarez | 39,000 | 199,999 | 238,999 | | Steven Cakebread(3) | 24,361 | — | 24,361 | | Natalie Derse(4) | 25,068 | 399,999 | 425,067 | | Peter Feld(5) | 27,554 | 400,007 | 427,562 | | Steve Fisher(6) | 14,402 | — | 14,402 | | Keri Gohman | 50,176 | 199,999 | 250,176 | | David Hornik | 39,000 | 199,999 | 238,999 | | Brian Jacobs(7) | 18,825 | — | 18,825 | | Beth Johnson(8) | 23,675 | 399,999 | 423,674 | | Lee Kirkpatrick(9) | 36,869 | 400,007 | 436,876 | | Allie Kline | 71,950 | 199,999 | 271,949 | | Allison Mnookin | 50,000 | 199,999 | 249,999 | | Tina Reich | 61,660 | 199,999 | 261,659 | | Alison Wagonfeld(10) | 30,000 | 199,999 | 229,999 | | Dan Wernikoff | 42,500 | 199,999 | 242,499 |

  19. Fiscal 2026 Director Compensation

    (1)The amounts reported in these columns represent the aggregate grant date fair value of restricted stock units (RSUs) or option awards made to directors in fiscal 2026 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our common stock. Our non-employee directors held option and RSU awards to acquire the following number of shares as of June 30, 2026:

  20. Fiscal 2026 Director Compensation

    | | Number of Shares Underlying Outstanding Awards | | | Name | Option Awards (#) | Stock Awards (#) | | Aida Alvarez | — | 3,639 | | Natalie Derse | — | 7,278 |

  21. Fiscal 2026 Director Compensation

    | | Number of Shares Underlying Outstanding Awards | | | Name | Option Awards (#) | Stock Awards (#) | | Peter Feld | — | 7,831 | | Keri Gohman | — | 6,701 | | David Hornik | — | 3,639 | | Beth Johnson | — | 7,278 | | Lee Kirkpatrick | — | 7,831 | | Allie Kline | — | 3,639 | | Allison Mnookin | 53,333 | 3,639 | | Tina Reich | — | 3,639 | | Dan Wernikoff | — | 6,701 |

  22. Fiscal 2026 Director Compensation

    (2)Director RSU awards vest in accordance with the initial and annual grant vesting schedules described below under “—Non-Employee Director Equity Compensation.” (3)Mr. Cakebread retired from our Board in December 2025. (4)Ms. Derse joined our Board in December 2025. (5)Mr. Feld joined our Board in October 2025. (6)Mr. Fisher departed our Board in October 2025. (7)Mr. Jacobs retired from our Board in December 2025. (8)Ms. Johnson joined our Board in December 2025. (9)Mr. Kirkpatrick joined our Board in October 2025. (10)Ms. Wagonfeld received an annual equity award in December 2025, but departed from our Board in February 2026, at which time such award was cancelled without vesting.

  23. Our Multi-Year Strategy to Reduce Stock-Based Compensation Expense

    Our Multi-Year Strategy to Reduce Stock-Based Compensation Expense Fiscal 2026 represented a pivotal year for us, as we undertook significant restructuring efforts to align our cost structure with current market conditions and our strategic vision to transition to becoming an AI-native company. In addition to the executive leadership changes outlined above, we introduced a unique, one-time equity compensation structure for fiscal 2026 to reduce our equity burn rate and, over time, our stock-based compensation (SBC) expense. Our equity strategy for fiscal 2026 included several components: (i) reducing the term and target value of long-term incentive (LTI) awards for our executive team, (ii) reducing the term and target value of LTI awards for non-executive employees, (iii) granting initial and annual cycle equity awards more selectively to incumbent and new employees and (iv) reducing the term of new hire awards to three years. As a result of these efforts, our SBC expense is falling markedly: SBC expense (which is a trailing indicator) totaled 14% of total revenue in fiscal 2026 and, as announced in August 2026, is expected to total only 10% of total revenue in fiscal 2027. Moreover, we have bought back our shares aggressively pursuant to the $1 billion share repurchase authorization we announced in May 2026 and the preceding $300 million August 2025 share repurchase authorization, providing a favorable and immediate impact on our overall dilution. For fiscal 2027, we have maintained our disciplined approach to equity award design, further refining grant practices across both executive and non-executive populations to align with our scale and maturity. As part of this continued evolution, while balancing our talent retention objectives, we moved to a three-year annual cycle award term for each of our executive officers and for qualifying non-executive employees. We remain committed to reducing equity burn rate, managing SBC expense over the long-term, and ensuring our overall equity compensation program remains competitive with, and proportionate to, peer company practice. Our Compensation Committee will continue to review and evolve our equity compensation design as needed to maintain a disciplined approach to SBC and dilution, while preserving our ability to attract and retain top talent, in consideration of then-prevailing market practice.

  24. Fiscal 2026 Company Performance Results and Incentive Payout Summary2

    Fiscal 2026 Company Performance Results and Incentive Payout Summary2 As discussed above in the section entitled “Our Company—Who We Are—Fiscal 2026 Financial and Business Highlights,” our total revenue continued to grow steadily in fiscal 2026, coupled with significant improvement in our profitability profile. Total revenue was $1,653.2 million in fiscal 2026, representing 13% growth over fiscal 2025. Fiscal 2025 total revenue was $1,462.6 million, representing 13% growth over fiscal 2024. Our profitability profile continued to improve: we recorded $323.7 million in Non-GAAP Operating Income in fiscal 2026, representing a 35% increase over fiscal 2025. Fiscal 2025 Non-GAAP Operating Income was $239.5 million, representing a 22% increase over fiscal 2024. Core Revenue, which is comprised of the revenue generated from subscriptions to our platform and transactions on our platform, reflecting the results of our growth initiatives, and excludes only “float” revenue, or revenue generated from interest on customer funds, was $1,504.7 million in fiscal 2026, an increase of 16% over fiscal 2025. Core Revenue is a critical indicator of the growth of our business. In addition to growth, we also believe in driving improvement in profitability, and we set rigorous performance goals for both our company cash incentive compensation program for fiscal 2026 (the Fiscal 2026 Bonus Program) and the performance-based restricted stock units (PSUs) we issued in connection with our fiscal 2026 financial targets (the Fiscal 2026 Financial PSUs). As in prior years, we structured our Fiscal 2026 Bonus Program to provide incentives that drive the efficient, long-term profitable growth of the Company. In addition to using Core Revenue as a key growth metric in our Fiscal 2026 Bonus Program, we include “EBITDA Less Float” to incentivize and reward improving profitability. We define EBITDA Less Float as our Non-GAAP Net Income, plus Other Income, Net and certain other adjustments as set forth on Appendix A, minus the profit we generate from Interest on Funds Held for Customers. We use EBITDA Less Float to measure the profitability of our core business, and believe EBITDA Less Float acts as a guardrail to ensure that Core Revenue performance is achieved in a sustainable way. This aligns executives with our business performance and strategy, since it indicates how efficiently and responsibly we are driving our growth. These two metrics were weighted equally in the bonus calculation as we consider them equally important. Under our Fiscal 2026 Bonus Program, our fiscal 2026 Core Revenue target was set at a level that was above fiscal 2025 results and above our public guidance provided to investors contemporaneously, and the EBITDA Less Float goal was set significantly (42%) above fiscal 2025 results. Accordingly, we believe these targets reflect the expectation for significant operational rigor and high-performance from management and our company as a whole. We achieved 100.4% of our fiscal 2026 Core Revenue target and significantly outperformed our profitability target (achieving nearly double the target amount) resulting in 150% EBITDA Less Float 2 This section includes discussion of certain financial measures not prepared in accordance with Generally Accepted Accounting Principles in the United States (GAAP), including EBITDA Less Float, Non-GAAP Operating Income and Non-GAAP Net Income. See Appendix A for a reconciliation to GAAP. achievement. We believe that the resulting calculated payout of 125.7% under our Fiscal 2026 Bonus Program is therefore commensurate with our business performance. For our fiscal 2026 Financial PSUs, we continued to use Core Revenue as the primary metric because investors view it as key to assessing the health and trajectory of our business. We also required a Non-GAAP Operating Income profitability threshold of $255 million to be met before paying out above target. For the fiscal 2026 Financial PSUs, we achieved 100.4% of our fiscal 2026 Core Revenue target and we satisfied our Non-GAAP Operating Income threshold, resulting in a payout of 101.3%. The fiscal 2026 total stockholder return (TSR) PSUs remain outstanding, as their vesting will be determined following the applicable three-year measurement period.

  25. Fiscal 2026 Company Performance Results and Incentive Payout Summary2

    | Program | Metrics | FY26 Result | FY26 Payout | | Fiscal 2026 Bonus Program | Core Revenue (50%) EBITDA less Float (50%) | Core Revenue: 100.4% achievement EBITDA less Float: 150% achievement | 125.7% | | Fiscal 2026 Financial PSUs | Core Revenue (100%) Non-GAAP Operating Income threshold (to pay above target) | Core Revenue: 100.4% achievement Non-GAAP Operating Income threshold met | 101.3% (subject to time-based vesting requirements) | | Fiscal 2026 TSR PSUs | Relative Total Stockholder Return | N/A; 3-year measurement period | N/A |

  26. Fiscal 2026 Company Performance Results and Incentive Payout Summary2

    As demonstrated in fiscal 2024, when there was no payout earned under our fiscal 2024 Financial PSU awards, our executive compensation program is highly sensitive to Company performance and aligns the realized pay of our executives with actual financial and stock price performance. Additionally, our first series of TSR-based PSUs, also issued in fiscal 2024, recently reached the end of their measurement period in June 2026 and were forfeited without vesting, reflecting the rigor of our peer group and threshold design for such awards.

  27. Fiscal 2026 Compensation Highlights

    Fiscal 2026 Compensation Highlights •Reduced LTI target amounts for fiscal 2026 & maintained meaningful proportion of performance-based equity. We engaged in a series of actions to facilitate lower equity grant values during fiscal 2026 across the executive team and the broader employee population in an effort to reduce our stock based compensation expense. Given that the executive team was in transition, we address the specifics by person below: ◦Mr. Lacerte’s and Mr. Rettig’s target LTI award value was reduced by approximately 35% from fiscal 2025. While much of the broader population received a one-time adjustment—reduced grant values and a shortened, one-year vesting period—Mr. Lacerte and Mr. Rettig instead received RSUs with a three-year vest (from four years). Mr. Lacerte's and Mr. Rettig's LTI mix remained 50% PSUs and 50% RSUs, with both the PSUs and RSUs vesting over three years. They received a substantial reduction in equity compensation and retained a multi-year vesting period. ◦Mr. Moss's and Ms. Bowman's proportion of PSUs increased to 50% of LTI (from 40%), with the remaining 50% as RSUs. Additionally, their target LTI award value was reduced significantly. To partially offset the reduced target LTI award value, their vesting schedules were shortened: RSUs from four years to one year and Financial PSUs from three years to two years, and they were awarded only Financial PSUs (not TSR PSUs). ◦Mr. Cieri's target LTI award was allocated 100% to performance-based awards, vesting over a three-year period. Because Mr. Cieri received time-based RSUs in late fiscal 2025 as part of his new-hire offer package—vesting over four years—no additional time-based awards were granted to him in fiscal 2026. •Critical Addition to the Executive Team. In fiscal 2026, we made a critical addition to our executive team with the hiring of Rohini Jain as our new Chief Financial Officer. Ms. Jain is a seasoned finance executive with key skills, extensive industry experience, and strong leadership capabilities. In connection with Ms. Jain's appointment in July 2025, and to attract her to the Company and make her whole for compensation forfeited in connection with her departure from her prior employer, the Compensation Committee approved the following new hire compensation package for Ms. Jain: ◦Sign-On Bonus. A one-time cash sign-on bonus, intended to partially offset the cash and equity compensation forfeited by Ms. Jain upon her departure from her former employer. The sign-on bonus is subject to repayment by Ms. Jain in the event of her voluntary resignation from the Company: 100% if such resignation occurs within the first year following her start date, and a prorated portion if such resignation occurs within the second year following her start date. ◦Time-Based RSUs. An award of time-based RSUs, of which one quarter vested in August 2026, shortly following the first anniversary of Ms. Jain's hire date, with the remaining RSUs vesting in equal quarterly installments over the following three years, in each case subject to Ms. Jain's continued service through the applicable vesting date. ◦Fiscal 2026 Financial PSUs. An award of Fiscal 2026 Financial PSUs, one-third of which vested in August 2026, with the remainder vesting in equal quarterly installments over the following two years, subject to Ms. Jain's continued service. ◦Fiscal 2026 TSR PSUs. An award of Fiscal 2026 TSR PSUs, the number of which to be earned, if any, will be determined following the conclusion of fiscal year 2028 based on the Company's relative total stockholder return performance over the applicable performance period. As with each of our executive hires, the Compensation Committee benchmarked Ms. Jain's new hire compensation package against market data for similar roles at comparable companies to ensure competitiveness and to align her long-term interests with those of our stockholders. •Maintained rigorous total stockholder return metric. In fiscal 2024, we introduced PSUs tied to TSR, relative to the Russell 3000 index over a three-year performance period and maintained this program in fiscal 2025 and 2026. For the maximum vesting under our fiscal 2024, 2025 and 2026 TSR PSUs, we require achievement at the 85th percentile, rather than the 75th percentile as many peer companies do, to incentivize exceptional performance. We believe these PSUs help further align the interests of our executives with those of our stockholders and focus our executive leadership on long-term performance. These TSR PSUs supplement the financial PSUs that were introduced in fiscal 2023 and again granted in fiscal 2024, 2025 and 2026. Our fiscal 2024 TSR PSUs failed to meet the minimum criteria required to vest and were forfeited in July 2026. •No annual base salary increases. After a thorough review of the competitive market landscape, including ongoing demand for executive talent with critical technological expertise and experience, and giving consideration to BILL's overall compensation positioning relative to its peer group, the Compensation Committee determined that no annual base salary increases were warranted for our Named Executive Officers for fiscal 2026. This follows after only one Named Executive Officer received a base salary increase in fiscal 2025, and none received increases in fiscal 2024, reflecting our commitment to financial discipline and rigorous market analysis.

  28. CEO Fiscal 2026 Target Compensation Mix and Realized Pay

    CEO Fiscal 2026 Target Compensation Mix and Realized Pay The first graphic below illustrates the mix of performance-based and at-risk compensation in our CEO’s fiscal 2026 target total compensation, reflecting the fact that the overwhelming majority of his compensation is “at-risk”. See “—Principal Elements of Compensation—Annual Equity Compensation” below for additional detail. In addition, as presented in the table below, the actual pay ultimately realized for fiscal 2026 by Mr. Lacerte was 36% less than his fiscal 2026 target compensation, reflecting the responsiveness of our executive compensation program to our financial and stock price performance and, we believe, illustrates the high degree of alignment between our executives and our investors. (1)Fiscal 2026 total target compensation consists of annual base salary, fiscal 2026 target bonus, and grant date value of Fiscal 2026 RSUs, Fiscal 2026 Financial PSUs and Fiscal 2026 TSR PSUs, as reflected below in the “—Executive Compensation Tables—Summary Compensation Table”. (2)Fiscal 2026 realized total compensation is comprised of: (i) annual base salary, (ii) actual fiscal 2026 annual bonus earned, (iii) RSUs that vested in fiscal 2026, valued at $36.16, the closing share price reported on the New York Stock Exchange as of June 30, 2026, the final day of our fiscal year, (iv) the final shares underlying earned fiscal 2023 financial PSUs that vested during fiscal 2026, valued at $36.16 per share, (v) shares underlying earned fiscal 2025 financial PSUs that vested during fiscal 2026, valued at $36.16 per share, and (vi) the earned fiscal 2026 financial PSUs that vested in August 2026, valued at our $36.16 share price. Fiscal 2026 realized total compensation excludes: (i) RSUs that remained unvested during fiscal 2026, (ii) fiscal 2024 financial PSUs which were not achieved and were forfeited, (iii) fiscal 2024 TSR PSUs which were not achieved and were forfeited, and (iv) fiscal 2025 and 2026 TSR PSUs, which will not be eligible to be measured and vest until fiscal 2028 and 2029.

  29. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our compensation philosophy and programs are designed to attract and retain talented executives who will help us realize our vision of making it simple to connect and do business, to enable businesses and their accountants to move, manage and maximize their money, and to motivate and reward executive performance in a manner that is reflective of our overall financial performance over time. Compensation objectives include: •Attracting, retaining and motivating top talent who deliver high impact performance results; •Aligning the interests of our executives with those of our stockholders; and •Providing a strong incentive for executives to work toward the achievement of our goals, including sustained stockholder value creation. We seek to achieve these objectives by providing compensation that is competitive with the practices of companies in our peer group and market for executive talent in our geography, with individual pay decisions approved in the context of both Company and individual performance. In addition to our peer group, we compete with much larger technology and other high-growth software and financial technology companies for world class talent. In addition, the Compensation Committee seeks to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices.

  30. What We Do

    What We Do •Pay for Performance. As discussed above, we emphasize a strong pay-for-performance culture through rigorous annual incentive plan goals and by delivering a substantial portion of total compensation for our Named Executive Officers in the form of performance-based and time-based long-term equity awards. •Annual Compensation Review. We maintain and annually review a group of peer companies, which we use as a data point for all compensation decisions for our executives. The peer group is comprised of public companies that have a similar revenue and market capitalization to ours. We compete with these companies, as well as with larger technology companies, for executive talent. •Independent Compensation Consultant. Our Compensation Committee directly engages an independent compensation consultant to provide analysis for all aspects of our executive compensation decisions and guidance on other executive compensation matters independent of management. •Annual Say-on-Pay Vote. We conduct an annual, non-binding stockholder advisory vote on the compensation of our Named Executive Officers, and the Compensation Committee considers the outcome of this vote when making future compensation decisions for our executive officers. •Stockholder Outreach. We typically engage in stockholder outreach throughout the year to discuss our business, including discussions with stockholders about the structure of our executive compensation program. The Compensation Committee considers the feedback we receive from stockholders about our executive compensation program when making future compensation decisions for our executive officers. •Stock Ownership Guidelines. We maintain robust stock ownership guidelines for our Chief Executive Officer, our other executive officers and the non-employee members of our Board. •Clawback Policy. Our executive officers are subject to a compensation recovery “clawback” policy that provides for the recovery of incentive-based compensation in the event we restate our financial statements. •Annual Compensation-Related Risk Assessment. Together with the Compensation Committee, we perform an annual review of our compensation programs companywide to ensure that they do not encourage a level of risk taking that would result in a material adverse impact on the Company.

  31. Executive Compensation Program Design

    Executive Compensation Program Design Our Compensation Committee believes that executive compensation should be competitive with market practice and linked to our overall Company performance and stockholder returns. Our Compensation Committee evaluates our compensation philosophy and executive compensation program annually to ensure that our programs remain competitive relative to our market for executive talent and aligned with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our Named Executive Officers with achievement of long-term business objectives and financial performance that drives sustained stockholder value creation. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of total target compensation for our Named Executive Officers has been awarded in the form of performance-based PSUs and time-based RSUs. To further align stockholder value creation with executive compensation, the Compensation Committee increased the weighting of performance-based equity relative to time-based equity in recent years. This increased weighting was maintained for fiscal 2026. Our fiscal 2026 performance-based equity awards include a relative TSR PSU measured over a three-year period as well as a financial metric-based PSU. Accordingly, we believe these PSUs directly align pay with our performance. As discussed above, due to unique circumstances in fiscal 2026 and as a result of our efforts to reduce stock-based compensation expense during fiscal 2026, the specific approach to individual compensation varied by officer. See “—Our Multi-Year Strategy to Reduce Stock-Based Compensation Expense” above and “—Principal Elements of Compensation—Annual Equity Compensation” below for additional information. Generally, the material elements of our executive compensation program are:

  32. Executive Compensation Program Design

    | Compensation Element | Overview | Purpose | | Base Salary | Base salaries provide a fixed level of compensation tied to competitive market practice among peers and comparable software companies. | Designed to attract and retain highly talented executives by providing a stable level of fixed compensation in an amount that is competitive in the market. |

  33. Executive Compensation Program Design

    | Compensation Element | Overview | Purpose | | Annual Cash Incentive | Annual cash incentives for executives require achievement of annual goals tied to Core Revenue (a key measure of the growth of our business) and EBITDA Less Float (to encourage efficient performance and execution across the Company), weighted equally. | Designed to motivate our executives to achieve near-term financial objectives while making progress towards longer-term value creation. | | Long-Term Equity Incentive: RSUs | For fiscal 2026, 50% of the target long-term incentive value awarded as part of the annual compensation cycle to most of our executives was in the form of RSUs. For fiscal 2026, certain annual RSU grants vested quarterly over three years, while others vested quarterly over one year. | Designed to align the interests of our executives and stockholders by motivating executives to create sustainable long-term stockholder value, and serves as an important retention vehicle. | | Long-Term Equity Incentive: PSUs | For fiscal 2026, 50% of target long-term incentive value awarded was in the form of PSUs. For fiscal 2026, (i) for all officers, a portion of PSUs was again based on a Core Revenue target metric measured over one year plus a multi-year time based vesting schedule (from the grant date), with such portion capped at target-level achievement unless a Non-GAAP Operating Income threshold value was achieved, and (ii) for certain officers, a portion was based on a relative TSR metric measured over a three-year period, and vesting upon the completion of such period. | Designed to align the interests of our executives and stockholders by motivating executives to drive achievement of certain financial goals, incentivize market out-performance, create sustainable long-term stockholder value and promote long-term retention. | | Benefits | We offer competitive health and welfare benefits, as well as participation in an employee stock purchase plan and other employee benefit plans. The Named Executive Officers also participate in an executive health insurance program, as encouragement to monitor and maintain good health. | Designed to align with competitive norms for comparable companies. |

  34. Determination of Compensation

    Determination of Compensation In setting the compensation of our Named Executive Officers, our Compensation Committee uses a balanced approach rather than rigid percentiles or benchmarks to establish pay levels for each compensation element. Our Compensation Committee considers the market range of each executive role with opportunities for market compensation driven by relentless focus on both Company performance and considerations specific to each Named Executive Officer, while also considering overall SBC expense and dilution. For fiscal 2026, our Compensation Committee considered the following factors in determining the compensation of our Named Executive Officers: •market data, including practices among companies in our compensation peer group; •each executive officer’s scope of responsibilities; •each executive officer’s performance and skills; •internal pay equity across the executive management team; •our overall performance, taking into consideration performance versus internal plans and industry peers; •the recommendations of our Chief Executive Officer (except with respect to his own compensation); and •general market conditions. Our Compensation Committee does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile or multiple for establishing compensation among the executive officers or in relation to the competitive market data.

  35. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. For fiscal 2026, the Compensation Committee retained the services of Semler Brossy Consulting Group LLC (Semler Brossy) as independent compensation consultant to advise the Compensation Committee on compensation matters related to our executive and director compensation programs. In fiscal 2026, Semler Brossy provided the following support: •assisted in the review and updating of our compensation peer group for fiscal 2027; •analyzed the executive compensation levels and practices of the companies in our compensation peer group; •provided advice with respect to compensation best practices and market trends for Named Executive Officers and directors; •assisted with the design of the short-term and long-term incentive compensation plans for our Named Executive Officers and other executives; •reviewed the Compensation Discussion and Analysis and other Proxy Statement disclosures with respect to fiscal 2026; and •provided ad hoc advice and support throughout the year. Semler Brossy reported to and worked for the Compensation Committee. In fiscal 2026, Semler Brossy did not provide any services to us other than the services provided to our Compensation Committee. Our Compensation Committee has assessed the independence of Semler Brossy in fiscal 2026 taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE, and has concluded that no conflict of interest exists with respect to the work that Semler Brossy performed for our Compensation Committee.

  36. Role of Competitive Market Data

    Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executives. In February 2025, the Compensation Committee, with the assistance of Semler Brossy, reviewed our executive compensation peer group. The executive compensation peer group approved by the Compensation Committee to support fiscal 2026 pay decisions was comprised of publicly-listed direct competitors and cloud software companies. Additional factors that were considered in identifying peers included: •revenue generally between $687 million and $2.8 billion and a preference for strong revenue growth; •a market capitalization between $2.45 billion and $15.96 billion; and •headquarters in the United States, with consideration given to San Francisco Bay Area companies in the overall peer group. For fiscal 2026, the Compensation Committee reviewed market data from the following compensation peer group:

  37. Role of Competitive Market Data

    | Affirm | Elastic | MongoDB | Paycor | | CCC Intelligent Solutions | GitLab | Okta | Unity Software | | Cloudflare | HashiCorp | Paycom | Workiva | | Confluent | HubSpot | Paylocity | ZoomInfo | | Dynatrace | Informatica | Procore | |

  38. Role of Competitive Market Data

    Our Compensation Committee removed Samsara and Zscaler from our fiscal 2026 compensation peer group either because the company did not meet one or more of the criteria discussed above and was no longer considered to be a meaningful comparison point or the company ceased to be publicly traded. Our Compensation Committee then added Workiva and Paycor to our fiscal 2026 compensation peer group based on the criteria set forth above. The Compensation Committee evaluates our peer group annually and modifies the peer group as needed. Given that not all of the peer group companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviews market data from the Radford Global Technology survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions.

  39. Annual Cash Bonus Compensation

    Annual Cash Bonus Compensation We use performance-based annual cash bonus opportunities to motivate our executive officers, including our Named Executive Officers, to achieve our annual financial, operational, and strategic business objectives. Under the Fiscal 2026 Bonus Program, our Named Executive Officers were eligible to earn annual cash bonuses based on our achievement of corporate financial goals, as described in detail below.

  40. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities For purposes of the Fiscal 2026 Bonus Program, our Compensation Committee determined the target annual cash bonus opportunities of our Named Executive Officers expressed as a percentage of their annual base salary. As illustrated in the table below, bonus targets for our Named Executive Officers were not increased from fiscal 2025 to fiscal 2026. In July 2025, the Compensation Committee set the target annual cash bonus opportunities for Mr. Lacerte, Mr. Rettig, Mr. Moss, Ms. Bowman and Mr. Cieri for purposes of the Fiscal 2026 Bonus Program. The bonus target for Ms. Jain was established in connection with the negotiation between us and the executive at the time of her hire, taking into consideration the competitive pay positioning for similarly situated executives in our peer group, and what we believed was reasonable and necessary to incentivize the executive to accept the position. The target annual cash bonus opportunities of our Named Executive Officers for fiscal 2025 and 2026 were as follows:

  41. Target Annual Cash Bonus Opportunities

    | Name | FY25 Target Bonus (% of Base) | FY26 Target Bonus (% of Base) | | René Lacerte | 100% | 100% | | John Rettig | 100% | 100% | | Rohini Jain | N/A | 60%(1) |

  42. Target Annual Cash Bonus Opportunities

    | Name | FY25 Target Bonus (% of Base) | FY26 Target Bonus (% of Base) | | Mike Cieri | 60% | 60% | | Mary Kay Bowman | 60% | 60% | | Ken Moss | 60% | 60% |

  43. Target Annual Cash Bonus Opportunities

    (1)Ms. Jain’s employment commenced on July 7, 2025 and her bonus was prorated accordingly, as set forth below. The actual fiscal 2026 cash bonus for each executive was determined based on the executive’s base salary as of fiscal year-end.

  44. Fiscal 2026 Bonus Program Performance Measurement

    Fiscal 2026 Bonus Program Performance Measurement As we focus on driving growth and enhancing our profitability profile, and in response to stockholder feedback, our Named Executive Officers were eligible to earn a cash bonus in fiscal 2026 based on our level of achievement of both revenue growth and a profitability metric (weighted equally), with additional consideration given to each executive’s individual performance. As discussed above under “—Fiscal 2026 Company Performance Results and Incentive Payout Summary,” the Fiscal 2026 Bonus Program required achievement of rigorous top-line and bottom-line performance metrics, specifically, Core Revenue and EBITDA Less Float, to provide incentives that drive the efficient, long-term growth of the Company. We continue to use Core Revenue because it has been an important metric used by investors to assess the health and trajectory of our business, as discussed above. We include EBITDA Less Float to drive and reward improving profitability, which is a key focus for us. Both our Core Revenue and our EBITDA Less Float goals were weighted equally in determining the corporate performance factor for the Fiscal 2026 Bonus Program, with payouts for achievement between threshold, target and maximum levels to be linearly interpolated. Our Compensation Committee believes that our Core Revenue and profitability-based metrics in our bonus plan incentivize our executives to drive the growth of our business, thereby benefitting our stockholders over time. The Fiscal 2026 Bonus Program structure applicable for each of our Named Executive Officers, approved by the Compensation Committee in July 2025, was as follows:

  45. Fiscal 2026 Bonus Program Performance Measurement

    | | Threshold | Target | Maximum | | Fiscal 2026 Core Revenue (in millions) | $1,274.4 | $1,499.3 | $1,724.2 | | Percent of Target Performance | 85% | 100% | 115% | | Payout Percent of Target | 50% | 100% | 150% |

  46. Fiscal 2026 Bonus Program Performance Measurement

    | | Threshold | Target | Maximum | | Fiscal 2026 EBITDA Less Float (in millions) | $92.2 | $115.3 | $173.0 | | Percent of Target Performance | 80% | 100% | 150% | | Payout Percent of Target | 50% | 100% | 150% |

  47. Fiscal 2026 Bonus Program Performance Measurement

    Pursuant to the Fiscal 2026 Bonus Program, following the Compensation Committee’s evaluation of corporate financial performance, each Named Executive Officer’s payout may be adjusted up or down by a maximum of 20% based on an evaluation of each executive’s individual performance during the year.

  48. Fiscal 2026 Bonus Program Payouts

    Fiscal 2026 Bonus Program Payouts In August 2026, the Compensation Committee determined that our actual fiscal 2026 Core Revenue was approximately $1,504.7 million and EBITDA Less Float was approximately $177.7 million, reflecting exceptional performance on profitability that nearly doubled the target amount. Based on these results, our Compensation Committee approved a corporate performance factor equal to payment at 125.7% of target, as illustrated below:

  49. Fiscal 2026 Bonus Program Payouts

    | | Goal Weighting | Target Achievement | Actual Achievement | % of Target Achievement | % Payout | | Core Revenue | 50% | $1,499.3 million | $1,505.3 million | 100.4% | 101.3% | | EBITDA Less Float | 50% | $115.3 million | $177.7 million | 154.2% | 150% | | Overall Payout | | | | | 125.7% |

  50. Fiscal 2026 Bonus Program Payouts

    Each Named Executive Officer’s overall performance and progress towards or achievement of his or her individual objectives was next reviewed by the Compensation Committee to determine whether the payout determined above should be adjusted upwards or downwards by up to 20% pursuant to the Fiscal 2026 Bonus Program. Following this assessment, the Compensation Committee determined that the executive officers, both collectively and individually, contributed meaningfully to BILL’s fiscal 2026 accomplishments and that no individual performance modifications were warranted. Taking into consideration our corporate results and individual performance of our Named Executive Officers, the Compensation Committee approved the following cash bonuses for our Named Executive Officers:

  51. Fiscal 2026 Bonus Program Payouts

    | | Target Bonus ($) | Earned Bonus ($) | Bonus % of Target | | René Lacerte | 550,000 | 691,350 | 125.7% | | John Rettig | 500,000 | 628,500 | 125.7% | | Rohini Jain(1) | 265,562 | 333,811 | 125.7% | | Mike Cieri | 270,000 | 339,390 | 125.7% | | Mary Kay Bowman | 270,000 | 339,390 | 125.7% | | Ken Moss | 270,000 | 339,390 | 125.7% |

  52. Fiscal 2026 Bonus Program Payouts

    (1)Ms. Jain’s fiscal 2026 target bonus award is prorated to reflect her July 7, 2025 hire date.

  53. Equity Compensation

    Equity Compensation A significant portion of executive pay is delivered as long-term incentive equity awards with multi-year vesting requirements and performance-based metrics to incentivize, reward and retain our Named Executive Officers and drive long-term corporate performance and stockholder value and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. In addition, new hire equity compensation is established in connection the negotiations between us and the executive at the time of his or her hire, taking into consideration the competitive pay positioning for similarly situated executives in our peer group, and what we believe is reasonable and necessary to incentivize the executive to accept the position and drive alignment with us and our stockholders. Our fiscal 2026 equity program was uniquely structured (as compared to prior years) to reduce target award values and for certain employees, correspondingly reduce the overall term of the reduced equity awards, in an effort to reduce stock-based compensation in fiscal 2026 while maintaining the retentive and incentive integrity of our program. As discussed above under “—Our Multi-Year Strategy to Reduce Stock-Based Compensation Expense,” we have returned to multi-year awards for our executive officers in fiscal 2027 and, accordingly, expect the values to rise relative to fiscal 2026, while still reflecting an overall reduction in SBC.

  54. Annual Equity Compensation

    Annual Equity Compensation During fiscal 2026, we granted annual long-term incentive awards to each of our Named Executive Officers. The Compensation Committee approved the terms and value of these grants with consideration given to the competitive market data provided by their independent compensation consultant, the individual performance and contribution of our executives, as well as our company performance relative to both our compensation peers and broader market, and our priority to reduce overall stock-based compensation expense, as discussed above. The tables below provide additional detail regarding the composition of the equity awards granted to each of our Named Executive Officers for fiscal 2026, including key metrics and terms (grouped where structure across executives was the same).

  55. Mr. Lacerte and Mr. Rettig

    | RSU | Financial PSU | TSR PSU | | 50% | 30% | 20% |

  56. Mr. Lacerte and Mr. Rettig

    | Vesting Detail | | | | | | Award Type | Performance Period | Vesting Schedule | Metric | Payout Scale | | RSU | N/A | Quarterly vesting over 3 years | Continued service | N/A | | Financial PSU | 1-year performance period | 1/3rd at certification of achievement; remainder quarterly over 2 years | Core Revenue subject to Non-GAAP Operating Income threshold | Threshold (85% of target) = 50% Target (100%) = 100% Maximum (130%) = 200% Capped at 100% if Op. Income threshold not met | | TSR PSU | 3 years | 100% cliff; achievement determined following conclusion of FY28 | TSR percentile rank vs. Russell 3000 | 25th percentile = 50% 50th percentile = 100% 85th percentile = 200% |

  57. Ms. Jain

    | RSU | Financial PSU | TSR PSU | | 72.7% | 16.4% | 10.9% |

  58. Ms. Jain

    | Vesting Detail | | | | | | Award Type | Performance Period | Vesting Schedule | Metric | Payout Scale | | RSU (New Hire) | N/A | 25% cliff after 1 year (August 2026); remainder quarterly over 3 years | Continued service | N/A | | Financial PSU | 1-year performance period | 1/3rd at certification of achievement; remainder quarterly over 2 years | Core Revenue subject to Non-GAAP Operating Income threshold | Threshold (85% of target) = 50% Target (100%) = 100% Maximum (130%) = 200% Capped at 100% if Op. Income threshold not met | | TSR PSU | 3 years | 100% cliff; achievement determined following conclusion of FY28 | TSR percentile rank vs. Russell 3000 | 25th percentile = 50% 50th percentile = 100% 85th percentile = 200% |

  59. Mr. Cieri

    | Financial PSU | TSR PSU | | 62.5% | 37.5% |

  60. Mr. Cieri

    | Vesting Detail | | | | | | Award Type | Performance Period | Vesting Schedule | Metric | Payout Scale | | Financial PSU | 1-year performance period | 1/3rd at certification of achievement; remainder quarterly over 2 years | Core Revenue subject to Non-GAAP Operating Income threshold | Threshold (85% of target) = 50% Target (100%) = 100% Maximum (130%) = 200% Capped at 100% if Op. Income threshold not met | | TSR PSU | 3 years | 100% cliff; achievement determined following conclusion of FY28 | TSR percentile rank vs. Russell 3000 | 25th percentile = 50% 50th percentile = 100% 85th percentile = 200% |

  61. Mr. Moss and Ms. Bowman

    | RSU | Financial PSU | | 50% | 50% |

  62. Mr. Moss and Ms. Bowman

    | Vesting Detail | | | | | | Award Type | Performance Period | Vesting Schedule | Metric | Payout Scale | | RSU | N/A | Quarterly vesting over 1 year | Continued service | N/A | | Financial PSU | 1-year performance period | 1/4 at quarter following certification of achievement; remainder quarterly thereafter | Core Revenue subject to Non-GAAP Operating Income threshold | Threshold (85% of target) = 50% Target (100%) = 100% Maximum (130%) = 200% Capped at 100% if Op. Income threshold not met |

  63. Mr. Moss and Ms. Bowman

    For Mr. Lacerte and Mr. Rettig, the target value of the annual equity approved by the Compensation Committee was allocated 50% to time-vesting RSUs; 30% to Financial PSUs and 20% to Relative TSR PSUs. For Mr. Moss and Ms. Bowman, the target value of annual equity approved by the Compensation Committee was allocated 50% to time-vesting RSUs and 50% to Financial PSUs. For Mr. Cieri and Ms. Jain, their awards reflect the terms of their offer letter agreements in which the equity package reflects a mix of time-based RSUs and performance-based PSUs. Mr. Cieri and Ms. Jain both received PSUs in connection with the fiscal 2026 annual equity cycle in September 2025. The target award value was converted into shares based on a trailing average closing price of our common stock through a period ending on the day prior to the date of grant. Details of the annual long-term incentive compensation awarded to our Named Executive Officers are as follows:

  64. Mr. Moss and Ms. Bowman

    | | Number of: | | | Target Value of:(1) | | | Total ($) | | Name | Financial PSUs (at Target) (#) | Relative TSR PSUs (at Target) (#) | Annual RSUs (#) | Financial PSUs (at Target) ($) | Relative TSR PSUs (at Target) ($) | Annual RSUs ($) | | | René Lacerte | 52,215 | 35,040 | 87,600 | 2,700,000 | 1,800,000 | 4,500,000 | 9,000,000 | | John Rettig | 43,512 | 29,200 | 73,000 | 2,250,000 | 1,500,000 | 3,750,000 | 7,500,000 | | Rohini Jain(2) | 34,810 | 23,360 | 201,258 | 1,800,000 | 1,200,000 | 8,000,000 | 11,000,000 | | Mike Cieri(3) | 19,339 | 11,680 | N/A | 1,000,000 | 600,000 | N/A | 1,600,000 | | Mary Kay Bowman | 29,153 | N/A | 29,346 | 1,507,500 | N/A | 1,507,500 | 3,015,000 | | Ken Moss | 45,350 | N/A | 45,650 | 2,345,000 | N/A | 2,345,000 | 4,690,000 |

  65. Mr. Moss and Ms. Bowman

    (1)These amounts reflect the Compensation Committee’s methodology for determining the equity awards during its compensation review process and do not reflect the actual economic value that may ultimately be realized by the Named Executive Officers. Note these amounts do not reflect the grant date fair value of the PSU and RSU awards computed in accordance with FASB ASC Topic 718, which are set forth under “—Executive Compensation Tables—Summary Compensation Table” below. (2)Ms. Jain’s fiscal 2026 equity reflects her new hire equity awards set forth in her offer letter. (3)Mr. Cieri’s fiscal 2026 equity reflects certain of his new hire equity awards set forth in his offer letter. He received 206,361 time-based RSUs at hire in fiscal 2025, and subsequently received only PSUs as his fiscal 2026 equity award in September 2025.

  66. Fiscal 2026 RSUs

    Fiscal 2026 RSUs The fiscal 2026 annual RSUs granted to Mr. Lacerte and Mr. Rettig vest in 12 equal quarterly installments, for a total three-year vesting period. The fiscal 2026 annual RSUs granted to Mr. Moss and Ms. Bowman vest in four equal quarterly installments, over a one-year vesting period. The new hire RSUs granted to Ms. Jain were negotiated as part of her employment package, and vest 25% after approximately one year, and then quarterly over the remaining three years per the terms of her offer letter. Ms. Jain did not separately receive fiscal 2026 annual RSUs. Mr. Cieri also received new hire RSUs that were negotiated as part of his employment package. Mr. Cieri did not separately receive fiscal 2026 annual RSUs.

  67. Fiscal 2026 PSUs

    Fiscal 2026 PSUs In fiscal 2026, the Compensation Committee again granted financial-based PSU awards designed to drive the achievement of Core Revenue and Non-GAAP Operating Income achievement (Fiscal 2026 Financial PSUs) to Mr. Lacerte, Mr. Rettig, Ms. Jain, Mr. Moss, Ms. Bowman and Mr. Cieri. The Compensation Committee granted TSR-based PSU awards (Fiscal 2026 TSR PSUs), in tandem with the Fiscal 2026 Financial PSUs to Mr. Lacerte, Mr. Rettig, Ms. Jain and Mr. Cieri. Mr. Moss and Ms. Bowman received only Fiscal 2026 Financial PSUs to strengthen the retentive effect of their respective fiscal 2026 awards in light of their reduced LTI value and the relatively long vesting period of the Fiscal 2026 TSR PSUs. Together, we believe the PSUs drive the achievement of our near-term financial goals, as well as long-term stockholder value creation. Fiscal 2026 Financial PSUs. The Fiscal 2026 Financial PSUs were eligible to be earned based on our level of achievement of a Core Revenue metric, subject to a cap of 100% of target if our fiscal 2026 Non-GAAP Operating Income did not exceed a threshold during the year, as described below. Core Revenue Metric. Core Revenue was selected as a key performance metric for the Fiscal 2026 Financial PSUs as well as our Fiscal 2026 Bonus Program because our Compensation Committee determined that one of the most important factors in increasing stockholder value in fiscal 2026 was Core Revenue growth. Core Revenue, which is comprised of the revenue generated from subscriptions to our platform and transactions on our platform and excludes only “float” revenue, or revenue generated from interest on customer funds, is a critical indicator of the success of our growth initiatives for the current fiscal year, while excluding the variability caused by “float” revenue. Our Compensation Committee considered a variety of factors, including our continued growth, our dynamic, highly competitive and fast-moving industry and the difficulty of predicting future performance in such an environment, and concluded that a one-year Core Revenue-based performance metric incentivized our executives to focus on achieving performance objectives directly connected to our growth plan and, as a result, aligned their success with the interests of our stockholders. We operate in a highly-dynamic market and we believe that setting financial performance goals on a one-year basis best enables us to be precise and rigorous in reflecting the competitive environment. Non-GAAP Operating Income Guardrail. To promote profitability, Fiscal 2026 Financial PSU achievement was capped at a maximum of 100% of target if our Non-GAAP Operating Income did not exceed a $255.7 million threshold during the year. The Compensation Committee included this cap as a guardrail to ensure that Core Revenue performance was achieved in a sustainable way. This aligns executives with our business performance and strategy, since it indicates how efficiently we are driving our growth in a responsible manner. It is also an appropriate performance motivator for our executive officers because their decisions can significantly impact this metric. Information regarding the target, threshold, and maximum values for our Fiscal 2026 Financial PSUs are set forth in the table below. Core Revenue achievement between the threshold, target and maximum levels, and the corresponding number of Fiscal 2026 Financial PSUs that would be eligible to vest, would be linearly interpolated.

  68. Fiscal 2026 PSUs

    | | Threshold | Target | Maximum | | Fiscal 2026 Core Revenue (in millions) | $1,274.4 | $1,499.3 | $1,724.2 | | Percent of Target Performance | 85% | 100% | 130% | | Payout Percent of Target | 50% | 100% | 200% |

  69. Fiscal 2026 PSUs

    In August 2026, the Audit Committee determined, and the Compensation Committee certified, that our actual fiscal 2026 Core Revenue was $1,505 million and our fiscal 2026 Non-GAAP Operating Income was $324 million.2 As a result, the Compensation Committee determined that the Fiscal 2026 Financial PSUs were achieved at slightly above target as shown in the table below:

  70. Fiscal 2026 PSUs

    | Name | Fiscal 2026 Financial PSU Achievement % | Fiscal 2026 Financial PSUs Achieved(1) | | René Lacerte(1) | 101.3% | 52,894 | | John Rettig(1) | 101.3% | 44,077 | | Rohini Jain(1) | 101.3% | 35,262 | | Mike Cieri(1) | 101.3% | 19,590 | | Mary Kay Bowman(2) | 101.3% | 29,531 | | Ken Moss(2) | 101.3% | 45,939 |

  71. Fiscal 2026 PSUs

    (1)PSUs vested one-third on August 28, 2026 and the remainder will vest on a quarterly basis over the subsequent two years. (2)PSUs vest one-fourth on November 28, 2026 and the remainder will vest on a quarterly basis over the subsequent three quarters.

  72. Fiscal 2026 TSR PSUs

    Fiscal 2026 TSR PSUs Our Fiscal 2026 TSR PSUs are eligible to be earned based on our TSR relative to the Russell 3000 index (Index) over a single three-year performance period, beginning July 1, 2025 and ending June 30, 2028. The Compensation Committee granted these awards to align our Named Executive Officers’ incentives with the long-term interests of our stockholders. The Compensation Committee determined that it was appropriate to use a single three-year performance period for the TSR PSUs granted during fiscal 2026 to align the Fiscal 2026 TSR PSUs towards long-term sustained value creation, balanced with the annual performance objectives of the 2 Please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” for reconciliation. Financial PSUs. The Compensation Committee believes the Index is an appropriate comparison because it represents a broad group of companies with whom we compete for talent and investment dollars and is large enough to account for potential consolidation in our industry sector. The table below summarizes the performance targets and payout levels:

  73. Fiscal 2026 TSR PSUs

    | | Performance Metric Achievement – Relative TSR | Performance Multiplier (as a Percentage of Target Fiscal 2026 TSR PSUs) | | Below Threshold | <25th percentile | 0% | | Threshold Level | 25th percentile | 50% | | Target Level | 50th percentile | 100% | | Maximum Level | 85th percentile | 200% |

  74. Fiscal 2026 TSR PSUs

    The Compensation Committee determined to set the threshold for maximum achievement at the 85th percentile, rather than the 75th percentile as many peer companies do, to incentivize exceptional performance. The Company’s relative TSR achievement (and the corresponding number of PSUs that are earned and vest) will be determined on a straight-line interpolation basis, if achievement is between the levels set forth in the table above. Any earned PSUs subject to the relative TSR performance metrics vest in full at the end of the three-year performance period, subject to the executive’s continued service at that time.

  75. New Hire RSUs

    New Hire RSUs The Compensation Committee also granted to Ms. Jain a new hire equity award of 201,258 RSUs, a majority of which was allocated to her as a ‘make-whole’ equity award to offset the lost value of equity awards of her prior employer forfeited when she joined BILL, which was a necessary component to attract an executive of Ms. Jain’s caliber. Ms. Jain’s new hire RSU vested 25% in August 2026, and will vest quarterly over the next three years subject to Ms. Jain’s continued service. As discussed above, and to align Ms. Jain with the other executive officers, Ms. Jain received fiscal 2026 PSUs at the same time and with the same terms and conditions as our other executive officers in September 2025.

  76. Timing of Grants of Certain Equity Awards

    Timing of Grants of Certain Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, promotion or the closing of an acquisition. As discussed above, currently, we primarily grant RSUs and PSUs and generally do not grant stock options. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, our Compensation Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Each fiscal year, our Compensation Committee adopts an annual budget for the grant of equity awards. Further, as part of its standing agenda, our Compensation Committee approves annual grants of equity awards to our Named Executive Officers at its regularly scheduled meeting in July of each year. For fiscal 2026, the Compensation Committee determined in advance that annual equity grants of RSUs and PSUs would be granted to our Named Executive Officers on September 15, 2025, with the number of RSUs and PSUs awarded determined based on the methodology described above under “—Annual Equity Compensation.” For Ms. Jain, her RSU award was granted on August 15, 2025, the month following her hire date according to our equity award policy for newly hired executives as previously approved by the Compensation Committee, while her PSUs were awarded in September 2025 concurrently with the other Named Executive Officers. No additional, discretionary equity awards were made to our Named Executive Officers in fiscal 2026.

  77. Signing Bonus

    Signing Bonus Ms. Jain received a one-time cash sign-on bonus in the amount of $250,000 to partially offset her forfeiture of the cash and equity compensation granted to her from her former employer. This sign-on bonus is subject to full repayment if Ms. Jain voluntarily resigns from the Company within the first year of her start date, and partial, prorated repayment if Ms. Jain voluntarily resigns within the second year of her start date.

  78. Summary Compensation Table

    Summary Compensation Table

  79. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | René Lacerte Chief Executive Officer and Chair | 2026 | 550,000 | — | 10,074,514 | 691,350 | 40,500 | 11,356,364 | | | 2025 | 550,000 | — | 14,861,481 | 688,050 | 40,304 | 16,139,836 | | | 2024 | 613,462 | — | 13,180,642 | 552,200 | 31,667 | 14,377,970 | | Rohini Jain(4) Chief Financial Officer | 2026 | 441,346 | 250,000(5) | 11,842,944 | 333,811 | 30,375 | 12,898,476 | | John Rettig(6) Chief Strategy and Transformation Officer | 2026 | 500,000 | — | 8,395,402 | 628,500 | 40,500 | 9,564,402 | | | 2025 | 500,000 | — | 12,738,449 | 625,500 | 39,000 | 13,902,949 | | | 2024 | 547,524 | — | 9,414,759 | 551,933 | 41,805 | 10,556,020 | | Mike Cieri Chief Product Officer | 2026 | 450,001 | — | 1,953,261 | 339,390 | 25,002 | 2,767,653 | | | 2025 | 126,346 | 500,000(9) | 8,710,498 | 96,241 | 4,000 | 9,437,085 | | Mary Kay Bowman Former Executive Vice President, Payments and Financial Services | 2026 | 453,462 | — | 3,039,535 | 339,390 | 272,806(8) | 4,105,193 | | | 2025 | 377,308 | — | 10,849,353 | 284,097 | 25,333 | 11,536,091 | | Ken Moss Former Chief Technology Officer | 2026 | 453,462 | — | 4,728,246 | 339,390 | 280,630(7) | 5,801,727 | | | 2025 | 443,269 | — | 7,113,512 | 337,770 | 39,652 | 7,934,204 |

  80. Summary Compensation Table

    (1)Amounts represent the aggregate grant date fair value of the stock awards in form of RSUs and PSUs, awarded to the named executive officer during fiscal 2026, fiscal 2025 and fiscal 2024 , as applicable, in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 10 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2026. Such grant-date fair market value does not take into account any forfeitures related to service-based vesting conditions that may occur. Note that the amounts reported in this column do not correspond to the actual economic value that may be received by our named executive officers from the RSUs and PSUs. The fiscal 2024, 2025, and 2026 TSR PSUs are considered to have a “market condition” for accounting purposes and are therefore valued using a lattice model simulation analysis, specifically a Monte Carlo simulation. The grant date fair value of the fiscal 2024, 2025, and 2026 Financial PSU awards is based on our achievement of such Financial PSU awards' performance conditions at 100% of target. If both the Financial and TSR PSUs were instead valued based on the maximum outcome of the applicable performance condition (i.e., based on maximum level performance), the total amount for the PSU awards reported in this column for fiscal 2026 would increase as follows: Mr. Lacerte from $5,556,106 to $11,112,212, Ms. Jain from $3,704,071 to $7,408,141, Mr. Rettig from $4,630,062 to $9,260,124, Mr. Moss from $2,373,619 to $4,747,238, Ms. Bowman from $1,525,868 to $3,051,736 and Mr. Cieri from $1,953,261 to $3,906,522. (2)Amounts reported represent bonus payments earned under our annual incentive bonus program for such fiscal year. (3)Amounts include the cost of our executive health insurance program. (4)Ms. Jain joined us in July 2025. Salary and Non-Equity Incentive Plan Compensation reflects actual service time in fiscal 2026. (5)Ms. Jain received a special signing bonus in consideration of the substantial amount of equity she forfeited from her prior employer. This cash award is subject to a two-year clawback. (6)Mr. Rettig transitioned from President and Chief Operating Officer to Chief Strategy and Transformation Officer on May 26, 2026. (7)Mr. Moss departed from his role as Chief Technology Officer effective June 30, 2026. Amounts reports include a $225,000 lump-sum payment and 12 months of COBRA premium equivalents valued at $15,130, in each case pursuant to the terms of his Separation Agreement. See “Potential Payments upon Termination or Change in Control—Bowman and Moss Separation Agreements” for additional information. (8)Ms. Bowman departed from her role as Executive Vice President, Payments and Financial Services effective June 30, 2026. Amounts reports include a $225,000 lump-sum payment and 12 months of COBRA premium equivalents valued at $7,306, in each case pursuant to the terms of her Separation Agreement. See “Potential Payments upon Termination or Change in Control—Bowman and Moss Separation Agreements” for additional information. (9)Mr. Cieri received a special signing bonus in consideration of the substantial amount of equity he forfeited from his prior employer. This cash award is subject to a two-year clawback.

  81. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in fiscal 2026 for each of our Named Executive Officers under any plan. This information supplements the information about these awards set forth in the “—Summary Compensation Table” above.

  82. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # Shares(2) | Grant Date Fair Value ($)(3) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | René Lacerte | Cash | — | 275,000 | 550,000 | 990,000 | — | — | — | — | — | | | RSU | 9/15/2025 | — | — | — | — | — | — | 87,600 | 4,518,408 | | | PSU Financial | 9/19/2025 | — | — | — | 26,108 | 52,215 | 104,430 | — | 2,732,933 | | | PSU TSR | 9/15/2025 | — | — | — | 17,520 | 35,040 | 70,080 | — | 2,823,173 | | Rohini Jain | Cash | — | 132,781 | 265,562 | 478,011 | — | — | — | — | — | | | RSU | 8/15/2025 | — | — | — | — | — | — | 201,258 | 8,138,874 | | | PSU Financial | 9/19/2025 | — | — | — | 17,405 | 34,810 | 69,620 | — | 1,821,955 | | | PSU TSR | 9/15/2025 | — | — | — | 11,680 | 23,360 | 46,720 | — | 1,882,115 | | John Rettig | Cash | — | 250,000 | 500,000 | 900,000 | — | — | — | — | — | | | RSU | 9/15/2025 | — | — | — | — | — | — | 73,000 | 3,765,340 | | | PSU Financial | 9/19/2025 | — | — | — | 21,756 | 43,512 | 87,024 | — | 2,277,418 | | | PSU TSR | 9/15/2025 | — | — | — | 14,600 | 29,200 | 58,400 | — | 2,352,644 | | Mike Cieri | Cash | — | 135,000 | 270,000 | 486,000 | — | — | — | — | — | | | PSU Financial | 9/19/2025 | — | — | — | 9,670 | 19,339 | 38,678 | — | 1,012,203 | | | PSU TSR | 9/15/2025 | — | — | — | 5,840 | 11,680 | 23,360 | — | 941,058 | | Mary Kay Bowman | Cash | — | 135,000 | 270,000 | 486,000 | — | — | — | — | — | | | RSU | 9/15/2025 | — | — | — | — | — | — | 29,346 | 1,513,667 | | | PSU Financial | 9/19/2025 | — | — | — | 14,577 | 29,153 | 58,306 | — | 1,525,868 | | Ken Moss | Cash | — | 135,000 | 270,000 | 486,000 | — | — | — | — | — | | | RSU | 9/15/2025 | — | — | — | — | — | — | 45,650 | 2,354,627 | | | PSU Financial | 9/19/2025 | — | — | — | 22,675 | 45,350 | 90,700 | — | 2,373,619 |

  83. Grants of Plan-Based Awards Table

    (1)The amounts reported reflect the threshold, target and maximum performance-based cash incentive compensation amounts that could have been paid for Fiscal Year 2026 under the Fiscal 2026 Bonus Program, including prorated amounts reflecting Ms. Jain's start date on July 7, 2025. See "Compensation Discussion and Analysis—Fiscal 2026 Bonus Program Performance Measurement" above for additional information on the Fiscal 2026 Bonus Program and related metrics. (2)The vesting schedule of each stock award granted is set forth in the "—Outstanding Equity Awards at Fiscal Year-End Table" below. (3)Amounts represent the aggregate grant date fair value of the stock awards in form of RSUs and PSUs, awarded to the named executive officer during fiscal 2026 as applicable, in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 10 of the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended June 30, 2026. Such grant-date fair market value does not take into account any forfeitures related to service-based vesting conditions that may occur. Note that the amounts reported in this column do not correspond to the actual economic value that may be received by our named executive officers from the RSUs and PSUs. In particular, amounts in this column include the grant date fair value of the fiscal 2026 PSUs, as computed in accordance with ASC 718, assuming the probable outcome of related performance conditions, which are assumed to be achieved at 100%. The TSR PSUs granted in fiscal 2026 are considered to have a “market condition” for accounting purposes and are therefore valued using a lattice model simulation analysis, specifically a Monte Carlo simulation.

  84. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of the Named Executive Officers, information regarding outstanding equity awards held as of June 30, 2026. The equity awards listed below are subject to acceleration upon certain specified events; for more information, see “—Potential Payments upon Termination or Change in Control” below.

  85. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | René Lacerte | 8/2/2018(2) | 176,456 | — | 5.26 | 8/1/2028 | — | — | — | — | | | 2/13/2019(3) | 650,000 | — | 8.76 | 2/12/2029 | — | — | — | — | | | 5/28/2020(4) | 95,000 | — | 69.37 | 5/28/2030 | — | — | — | — | | | 7/21/2021(5) | 27,851 | — | 200.42 | 7/21/2031 | — | — | — | — | | | 7/30/2022(7) | — | — | — | — | 5,359 | 193,781 | — | — | | | 8/15/2023(8) | — | — | — | — | 18,289 | 661,330 | — | — | | | 9/16/2024(10) | — | — | — | — | 74,787 | 2,704,298 | — | — | | | 9/16/2024(11) | — | — | — | — | 33,304 | 1,204,273 | — | — | | | 9/16/2024(12) | — | — | — | — | — | — | 53,181 | 1,923,025 | | | 9/15/2025(17) | — | — | — | — | 65,700 | 2,375,712 | — | — | | | 9/15/2025(18) | — | — | — | — | — | — | 35,040 | 1,267,046 | | | 9/19/2025(19) | — | — | — | — | 52,893 | 1,912,611 | — | — | | Rohini Jain | 8/15/2025(16) | — | — | — | — | 201,258 | 7,277,489 | — | — | | | 9/15/2025(18) | — | — | — | — | — | — | 23,360 | 844,698 | | | 9/19/2025(19) | — | — | — | — | 35,262 | 1,275,074 | — | — | | John Rettig | 8/2/2018(2) | 7 | — | 5.26 | 8/1/2028 | — | — | — | — | | | 5/28/2020(4) | 23,000 | — | 69.37 | 5/28/2030 | — | — | — | — | | | 7/20/2021(5) | 11,141 | — | 194.41 | 7/20/2031 | — | — | — | — | | | 12/13/2021(6) | — | — | — | — | — | — | 50,000 | 1,808,000 | | | 7/28/2022(7) | — | — | — | — | 4,287 | 155,018 | — | — | | | 8/15/2023(8) | — | — | — | — | 13,064 | 472,394 | — | — | | | 9/16/2024(10) | — | — | — | — | 64,103 | 2,317,964 | — | — | | | 9/16/2024(11) | — | — | — | — | 28,545 | 1,032,187 | — | — | | | 9/16/2024(12) | — | — | — | — | — | — | 45,584 | 1,648,317 | | | 9/15/2025(17) | — | — | — | — | 54,750 | 1,979,760 | — | — | | | 9/15/2025(18) | — | — | — | — | — | — | 29,200 | 1,055,872 | | | 9/19/2025(19) | — | — | — | — | 44,077 | 1,593,824 | — | — |

  86. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mike Cieri | 4/15/2025(15) | — | — | — | — | 154,770 | 5,596,483 | — | — | | | 9/15/2025(18) | — | — | — | — | — | — | 11,680 | 422,349 | | | 9/19/2025(19) | — | — | — | — | 19,590 | 708,374 | — | — | | Mary Kay Bowman | 9/16/2024(14) | — | — | — | — | 29,803 | 1,077,676 | — | — | | | 9/16/2024(11) | — | — | — | — | 16,589 | 599,858 | — | — | | | 9/15/2025(20) | — | — | — | — | 7,337 | 265,306 | — | — | | | 9/19/2025(21) | — | — | — | — | 22,149 | 800,908 | — | — | | Ken Moss | 5/17/2023(9) | — | — | — | — | 33,494 | 1,211,143 | — | — | | | 9/16/2024(10) | — | — | — | — | 14,245 | 515,099 | — | — | | | 9/16/2024(11) | — | — | — | — | 7,930 | 286,749 | — | — | | | 9/16/2024(13) | — | — | — | — | 18,993 | 686,787 | — | — | | | 9/15/2025(20) | — | — | — | — | 11,413 | 412,694 | — | — | | | 9/19/2025(21) | — | — | — | — | 34,454 | 1,245,857 | — | — |

  87. Outstanding Equity Awards at Fiscal Year-End Table

    (1)The dollar amounts shown are determined by multiplying the number of unvested shares or units by $36.16, the closing price of our common stock as of June 30, 2026. (2)The stock option vests at a rate of 1/48th of the shares underlying the stock option each month following the August 2, 2018 vesting commencement date. (3)The stock option vests at a rate of 1/2 of the shares underlying the stock option on the two-year anniversary of the December 10, 2018 vesting commencement date and an additional 1/48th of the shares monthly thereafter. (4)The stock option vests at a rate of 1/16th of the shares underlying the stock option each quarter following the May 28, 2020 vesting commencement date. (5)The stock option vests at a rate of 1/16th of the shares underlying the stock option each quarter following the August 28, 2021 vesting commencement date. (6)Reflects target achievement for Mr. Rettig’s PSU award; there is no threshold for the PSU. The PSU includes three tranches, each subject to achievement of price-based goals during a five-year performance period commencing on the date of grant. To the extent achieved, the first, second and third tranches may vest no earlier than December 1, 2022, 2023 and 2024, respectively. To date, none of the three tranches have been earned. (7)The stock award vests at a rate of 1/16th of the shares underlying the award each quarter following the August 28, 2022 vesting commencement date. (8)The stock award vests at a rate of 1/16th of the shares underlying the award each quarter following the August 28, 2023 vesting commencement date. (9)The stock award vests at a rate of 1/4 of the shares underlying the award following a one year cliff and then quarterly thereafter beginning May 28, 2023. (10)The stock award vests at a rate of 1/16th of the shares underlying the award each quarter following the August 28, 2024 vesting commencement date. (11)The shares shown reflect the final achievement of the Fiscal 2025 Financial PSUs at 100.2% achievement. The achieved shares vest at a rate of 1/3rd of the shares underlying the award on August 28, 2025, and then 1/8th quarterly over the next two years. (12)The shares shown reflect the target achievement of the Fiscal 2025 TSR PSUs. The Fiscal 2025 TSR PSUs are subject to the level of achievement of relative TSR metrics over a three-year period, ending June 30, 2027. To the extent achieved, the achieved shares will vest in full at such time. (13)The stock award vests at a rate of 1/2 of the shares underlying the award on the one-year and two-year anniversary of the August 28, 2024 vesting commencement date. (14)The stock award vests at a rate of 1/4 of the shares underlying the award following a one year cliff and quarterly thereafter, beginning August 28, 2024. (15)The stock award vests at a rate of 1/4 of the shares underlying the award following a one year cliff and quarterly thereafter, beginning May 28, 2025. (16)The stock award vests at a rate of 1/4 of the shares underlying the award following a one year cliff and quarterly thereafter, beginning August 28, 2025. (17)The stock award vests at a rate of 1/12th of the shares underlying the award each quarter following the August 28, 2025 vesting commencement date. (18)The shares shown reflect the target achievement of the Fiscal 2026 TSR PSUs, as such awards are described in "Compensation Discussion and Analysis—Fiscal 2026 Company Performance Results and Incentive Payout Summary." The Fiscal 2026 TSR PSUs are subject to the level of achievement of relative TSR metrics over a three-year period, ending June 30, 2028. To the extent achieved, the achieved shares will vest in full at such time. (19)The shares shown reflect the final achievement of the Fiscal 2026 Financial PSUs, as described in "Compensation Discussion and Analysis—Fiscal 2026 Company Performance Results and Incentive Payout Summary," at 101.3% achievement. The achieved shares vest at a rate of 1/3rd of the shares of underlying the award on August 28, 2026, and then 1/8th quarterly over the next two years. (20)The stock award vests at a rate of 1/4th of the shares underlying the award each quarter following the August 28, 2025 vesting commencement date. (21)The shares shown reflect the final achievement of the Fiscal 2026 Financial PSUs, as described in "Compensation Discussion and Analysis—Fiscal 2026 Company Performance Results and Incentive Payout Summary," at 101.3% achievement. The achieved shares vest at a rate of 1/4th of the shares of underlying the award on November 28, 2026, and then 1/4th quarterly over the three quarters.

  88. Stock Option Exercises and Stock Vested Table

    Stock Option Exercises and Stock Vested Table The following table presents, for each of our Named Executive Officers, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during fiscal 2026 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs. As Ms. Jain joined us during fiscal 2026, she did not have any awards vest during fiscal 2026.

  89. Stock Option Exercises and Stock Vested Table

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | René Lacerte | — | — | 142,984 | 6,458,827 | | John Rettig | 96,300 | 2,522,097 | 121,691 | 5,514,021 | | Mike Cieri | — | — | 51,591 | 1,797,946 | | Mary Kay Bowman | — | — | 103,199 | 4,728,811 | | Ken Moss | — | — | 114,847 | 5,184,161 |

  90. Stock Option Exercises and Stock Vested Table

    (1)The value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares on the date of exercise and the aggregate exercise price of the stock option. (2)The value realized upon the vesting and settlement of an RSU is based on the closing price of our common stock on the day of vesting, except where day of vesting falls on the weekend, it is the closing price on the closest prior trading day. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during fiscal 2026.

  91. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  92. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our Named Executive Officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on June 30, 2026, the final trading day of the fiscal year, and the price per share of our common stock was the closing price on the NYSE as of June 30, 2026, which was $36.16. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  93. Potential Payments upon Termination or Change in Control Table

    | | Qualifying Termination — No Change in Control | | | | Qualifying Termination — Change in Control | | | | | | Cash Severance ($)(1) | | Non-Equity Incentive Plan Compensation ($)(2) | Continuation of Medical Benefits ($)(3) | Total ($) | Cash Severance ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Continuation of Medical Benefits ($)(3) | Value of Accelerated Vesting ($)(4) | Total ($) | | René Lacerte | 825,000(5) | 550,000 | 43,746 | 1,418,746 | 1,650,000(5) | 550,000 | 43,746 | 9,052,005 | 11,295,751 | | Rohini Jain | 450,000(6) | 270,000 | 11,201 | 731,201 | 720,000(6) | 270,000 | 11,201 | 8,552,563 | 9,553,765 | | John Rettig | 500,000(6) | 500,000 | 26,224 | 1,026,224 | 1,000,000(6) | 500,000 | 26,224 | 7,551,148 | 9,077,372 | | Mike Cieri | 225,000(8) | 270,000 | 18,914 | 513,914 | 720,000(8) | 270,000 | 37,828 | 6,304,858 | 7,332,686 | | Mary Kay Bowman(7) | 225,000 | 270,000 | 47,806 | 542,806 | — | — | — | — | — | | Ken Moss(7) | 225,000 | 270,000 | 55,630 | 550,630 | — | — | — | — | — |

  94. Potential Payments upon Termination or Change in Control Table

    (1)Cash severance amounts determined based on the base salaries (and, if applicable, target bonus award opportunities) in effect as of June 30, 2026. (2)Per agreement, executives are entitled to receive a prorated portion of their current fiscal year bonus opportunity. Amounts in table above reflect the executive's annual target bonus opportunity given the assumed triggering event date of June 30, 2026. (3)Payment of premiums for continued medical benefits reflects the same duration as cash severance. (4)The value of accelerated vesting is calculated based on the per share closing price on NYSE as of June 30, 2026 which was $36.16, less, if applicable, the aggregate exercise price of each outstanding exercisable stock option. The value of accelerated vesting includes 100% of each of the executive’s then outstanding unvested time-based equity awards. The fiscal 2025 Financial PSUs are included based on their actual achievement at 100.2% as of the end of fiscal 2025. The achievement of TSR PSUs (under assumed change in control) is based on the per share closing price on NYSE as of June 29, 2026, which was $35.93 (the trading day immediately preceding the assumed closing date of June 30, 2026). As a result, the value of accelerated vesting does not include fiscal 2025 TSR PSUs or fiscal 2026 TSR PSUs because the performance threshold was not met. The value of accelerated vesting does not include PSUs granted to Mr. Rettig in December 2021 (the "Rettig PSUs") because none of the Rettig PSU stock price targets were achieved as of June 30, 2026. (5)Amount represents 18 months of base salary (under no change of control) and 18 months of base salary plus target annual bonus opportunity (under change in control). (6)Amount represents 12 months of base salary (under no change of control) and 12 months of base salary plus target annual bonus opportunity (under change in control). (7)Mr. Moss and Ms. Bowman departed the company on June 30, 2026. Cash, incentive, and continuation of medical benefits reflect actual payment amounts for severance, bonus, COBRA and private medical benefits per their respective Separation Agreements. See “—Bowman and Moss Separation Agreements” for additional information. (8)Amount represents 6 months of base salary (under no change of control) and 12 months of base salary plus target annual bonus opportunity (under change in control).

  95. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE The Compensation Committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with stockholder interests and links pay to performance through a blend of short-term and long-term performance measures. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our Named Executive Officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how executive compensation aligns with our performance, please refer to “Compensation Discussion and Analysis” above.

  96. Pay-Versus-Performance Table

    | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non- PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($)(6) | Company-Selected Measure: Core Revenue ($)(7) | | | | | | | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(4,5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2026 | 11,356,364 | 6,409,468 | 7,027,490 | 4,443,266 | 20 | 272 | (11,241,000) | 1,504,749,000 | | 2025 | 16,139,836 | 14,284,040 | 10,702,582 | 9,995,878 | 25 | 198 | 23,799,000 | 1,300,803,534 | | 2024 | 14,377,970 | (4,629,120) | 5,689,669 | (4,474,346) | 29 | 172 | (28,878,000) | 1,122,730,000 | | 2023 | 17,721,164 | 18,224,752 | 7,715,493 | 7,289,711 | 64 | 121 | (223,725,000) | 944,710,000 | | 2022 | 13,929,027 | 6,016,600 | 35,416,613 | 17,964,941 | 60 | 86 | (326,361,000) | 633,365,000 |

  97. Compensation Actually Paid and Company TSR and Peer Group TSR

    Compensation Actually Paid and Company TSR and Peer Group TSR The following chart illustrates the relationship between our Compensation Actually Paid and our TSR and our peer group TSR.

  98. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart illustrates the relationship between our Compensation Actually Paid and Net Income.

  99. Compensation Actually Paid and Core Revenue

    Compensation Actually Paid and Core Revenue The following chart illustrates the relationship between our Compensation Actually Paid and Core Revenue.

  100. CEO PAY RATIO

    CEO PAY RATIO The following table presents the median of the annual total compensation of all our employees (other than Mr. Lacerte, our CEO), the annual total compensation of Mr. Lacerte and the ratio between the two. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.

  101. CEO PAY RATIO

    | FY26 CEO annual total compensation as calculated pursuant to Item 402(u) of Regulation S-K | $11,356,364 | | FY26 median employee annual total compensation | $200,142 | | Ratio of CEO to median employee annual total compensation | 57:1 |

  102. CEO PAY RATIO

    In identifying our median employee, we chose June 30, 2026, which is the last day of our most recently completed fiscal year, as the determination date. The pay ratio disclosure rules allow companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding four non-U.S. employees in Australia. After taking into account the de minimis exemption, 1,677 employees who were employed by us (including our consolidated subsidiaries) in the U.S., including employees on a leave of absence, on the determination date were considered for identifying the median employee. To identify our median employee, we used a consistently applied compensation measure consisting of annual base salary earned, actual bonuses earned, and grant date fair value of equity awards granted to our employees, excluding our CEO, for the 12-month period from July 1, 2025, through June 30, 2026. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of our employees. We did not make any cost-of-living adjustment. We did not include any independent contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population. We then calculated annual total compensation for this employee using the same methodology we use for our Named Executive Officers as set forth in our Fiscal 2026 Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Fiscal 2026 Summary Compensation Table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  103. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The current terms of four Class I directors expire at the Annual Meeting and all four such directors are standing for re-election at the Annual Meeting. Each director will be elected by a plurality of the votes cast, which means that the four nominees receiving the highest number of “FOR” votes will be elected. Each director nominee elected will hold office until the 2029 Annual Meeting of Stockholders and until a successor has been duly elected and qualified unless, prior to such meeting, a director shall resign or his or her directorship shall become vacant due to his or her death, resignation or removal.

  104. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Name | Age | Position | | Keri Gohman | 50 | Director | | René Lacerte | 59 | Board Chair, Founder and Chief Executive Officer | | Tina Reich | 50 | Director | | Dan Wernikoff | 55 | Director |

  105. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    For information as to the shares of common stock held by our director nominees, see “Security Ownership of Certain Beneficial Owners and Management” above and for a biographical summary of our director nominees, see “Our Board of Directors” above. There are no arrangements or understandings between any of the director nominees or executive officers and any other person pursuant to which our director nominees or executive officers have been selected for their respective positions. Each nominee has consented to serve if elected. If any nominee becomes unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.