Form 4: BILL Holdings CEO Rene Lacerte Reports Equity Transactions

BILL Holdings CEO Rene Lacerte reported the acquisition of common stock through derivative exercises and subsequent tax-related dispositions, alongside updates to his beneficial ownership.

Summary

• Rene A. Lacerte, CEO and Director of BILL Holdings, Inc., reported transactions involving common stock on February 28, 2026, under a Rule 10b5-1(c) plan.
• Acquired 24,627 shares of common stock through the exercise/conversion of derivative securities (RSUs/PSUs).
• Acquired an additional 6,661 shares of common stock through the exercise/conversion of derivative securities (RSUs/PSUs).
• Disposed of 12,649 shares of common stock at a price of $44.19 per share to satisfy tax withholding obligations related to the vesting of RSUs and PSUs.
• Following these transactions, Rene A. Lacerte directly owns 101,465 shares of common stock.
• Indirect beneficial ownership includes 1,708,749 shares held by the Chung Lacerte Trust, 135,000 shares by a family trust, 184,249 shares by a trust where the reporting person and spouse are trustees, another 184,249 shares by an additional trust, 205,000 shares by the Makahakama Foundation, and 99,593 shares by the Makahakama Trust.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While there's a disposition of shares for tax, the underlying event is the vesting of equity awards, which represents earned compensation and aligns the CEO's interests with long-term company performance.

Positives

• The vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) indicates the fulfillment of executive compensation plans, aligning management's interests with shareholder value over time.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating pre-scheduled, non-discretionary trades, which enhances transparency and reduces concerns about opportunistic insider trading.

Negatives

• A disposition of 12,649 shares of common stock occurred to cover tax withholding obligations, which reduces the direct shareholding of the CEO, although this is a standard practice for equity compensation.

Future Outlook

The filing details future vesting schedules for various Restricted Stock Units (RSUs) and Performance Stock Units (PSUs, with 1/3rd vesting on August 28, 2025, and the remainder quarterly over two years), indicating ongoing equity compensation for the reporting person contingent on continued service.

Industry Context

StockSavvy.ai notes that these types of Form 4 filings are routine disclosures for executives of publicly traded companies, particularly concerning the vesting and exercise of equity awards. The use of a Rule 10b5-1 plan is a common practice to manage insider transactions in compliance with SEC regulations, providing a structured approach to equity compensation realization.

Related Party Transactions

• Indirect beneficial ownership of 1,708,749 shares held by the Chung Lacerte Trust U/A dated February 15, 2004, where Rene A. Lacerte and Joyce A. Chung serve as Trustees.
• Indirect beneficial ownership of 135,000 shares held by a family trust with Rene A. Lacerte and Joyce A. Chung as Trustors, and Rene A. Lacerte, Joyce A. Chung, and Daniel C. Chung as Trustees.
• Indirect beneficial ownership of 184,249 shares held by a trust for which the Reporting Person and his spouse serve as trustees.
• Indirect beneficial ownership of 184,249 shares held by an additional trust for which the Reporting Person and his spouse serve as trustees.
• Indirect beneficial ownership of 205,000 shares held by the Makahakama Foundation.
• Indirect beneficial ownership of 99,593 shares held by Makahakama Trust U/A dated February 15, 2004, where Rene A. Lacerte and Joyce A. Chung serve as Trustees.

Stakeholder Impact

• Shareholders gain transparency into the CEO's equity compensation and holdings, which are aligned with the company's performance.
• The CEO's personal wealth is impacted by the vesting of equity awards and the subsequent tax-related dispositions.

Next Steps

• Continued vesting of remaining Restricted Stock Units (RSUs) in 16 equal quarterly installments over four years, beginning November 28, 2022, November 28, 2023, and November 28, 2024, respectively, subject to continuing service.
• Continued vesting of remaining Restricted Stock Units (RSUs) in 12 equal quarterly installments over three years, beginning November 28, 2025, subject to continuing service.
• Continued vesting of remaining Performance Stock Units (PSUs), with 1/3rd vesting on August 28, 2025, and the remaining 2/3rd vesting quarterly over two years thereafter, subject to continuing service.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation (vesting of RSUs/PSUs and tax-related sales). Such transactions are generally expected and do not typically signal a change in the company's fundamental outlook or warrant a strong buy/sell recommendation. The continued vesting indicates ongoing executive alignment with company performance, supporting a 'hold' stance for existing investors.

Keywords

BILL Holdings, Rene Lacerte, Form 4, Insider Trading, Equity Compensation, Restricted Stock Units, Performance Stock Units, Rule 10b5-1, Common Stock, Executive Compensation