000178635206-302026Q3false11http://fasb.org/us-gaap/2025#AvailableForSaleSecuritiesDebtSecuritiesCurrenthttp://fasb.org/us-gaap/2025#AvailableForSaleSecuritiesDebtSecuritiesCurrent0.0083718xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesbill:Segmentxbrli:purebill:positionbill:Tradingdayutr:Rate00017863522025-07-012026-03-3100017863522026-04-3000017863522026-03-3100017863522025-06-300001786352bill:SubscriptionAndTransactionFeesMember2026-01-012026-03-310001786352bill:SubscriptionAndTransactionFeesMember2025-01-012025-03-310001786352bill:SubscriptionAndTransactionFeesMember2025-07-012026-03-310001786352bill:SubscriptionAndTransactionFeesMember2024-07-012025-03-310001786352bill:InterestOnFundsHeldForCustomersMember2026-01-012026-03-310001786352bill:InterestOnFundsHeldForCustomersMember2025-01-012025-03-310001786352bill:InterestOnFundsHeldForCustomersMember2025-07-012026-03-310001786352bill:InterestOnFundsHeldForCustomersMember2024-07-012025-03-3100017863522026-01-012026-03-3100017863522025-01-012025-03-3100017863522024-07-012025-03-310001786352us-gaap:CommonStockMember2024-06-300001786352us-gaap:AdditionalPaidInCapitalMember2024-06-300001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001786352us-gaap:RetainedEarningsMember2024-06-3000017863522024-06-300001786352us-gaap:CommonStockMember2024-07-012024-09-300001786352us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-3000017863522024-07-012024-09-300001786352us-gaap:RetainedEarningsMember2024-07-012024-09-300001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001786352us-gaap:CommonStockMember2024-09-300001786352us-gaap:AdditionalPaidInCapitalMember2024-09-300001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001786352us-gaap:RetainedEarningsMember2024-09-3000017863522024-09-300001786352us-gaap:CommonStockMember2024-10-012024-12-310001786352us-gaap:AdditionalPaidInCapitalMember2024-10-012024-12-3100017863522024-10-012024-12-310001786352us-gaap:RetainedEarningsMember2024-10-012024-12-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-10-012024-12-310001786352us-gaap:CommonStockMember2024-12-310001786352us-gaap:AdditionalPaidInCapitalMember2024-12-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001786352us-gaap:RetainedEarningsMember2024-12-3100017863522024-12-310001786352us-gaap:CommonStockMember2025-01-012025-03-310001786352us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001786352us-gaap:RetainedEarningsMember2025-01-012025-03-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001786352us-gaap:CommonStockMember2025-03-310001786352us-gaap:AdditionalPaidInCapitalMember2025-03-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001786352us-gaap:RetainedEarningsMember2025-03-3100017863522025-03-310001786352us-gaap:CommonStockMember2025-06-300001786352us-gaap:AdditionalPaidInCapitalMember2025-06-300001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001786352us-gaap:RetainedEarningsMember2025-06-300001786352us-gaap:CommonStockMember2025-07-012025-09-300001786352us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-3000017863522025-07-012025-09-300001786352us-gaap:RetainedEarningsMember2025-07-012025-09-300001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001786352us-gaap:CommonStockMember2025-09-300001786352us-gaap:AdditionalPaidInCapitalMember2025-09-300001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001786352us-gaap:RetainedEarningsMember2025-09-3000017863522025-09-300001786352us-gaap:CommonStockMember2025-10-012025-12-310001786352us-gaap:AdditionalPaidInCapitalMember2025-10-012025-12-3100017863522025-10-012025-12-310001786352us-gaap:RetainedEarningsMember2025-10-012025-12-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-10-012025-12-310001786352us-gaap:CommonStockMember2025-12-310001786352us-gaap:AdditionalPaidInCapitalMember2025-12-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001786352us-gaap:RetainedEarningsMember2025-12-3100017863522025-12-310001786352us-gaap:CommonStockMember2026-01-012026-03-310001786352us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001786352us-gaap:RetainedEarningsMember2026-01-012026-03-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001786352us-gaap:CommonStockMember2026-03-310001786352us-gaap:AdditionalPaidInCapitalMember2026-03-310001786352us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001786352us-gaap:RetainedEarningsMember2026-03-310001786352us-gaap:SellingAndMarketingExpenseMember2026-01-012026-03-310001786352us-gaap:SellingAndMarketingExpenseMember2025-07-012026-03-310001786352us-gaap:SellingAndMarketingExpenseMember2025-01-012025-03-310001786352us-gaap:SellingAndMarketingExpenseMember2024-07-012025-03-310001786352us-gaap:GeneralAndAdministrativeExpenseMember2026-01-012026-03-310001786352us-gaap:GeneralAndAdministrativeExpenseMember2025-07-012026-03-310001786352us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-03-310001786352us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012025-03-310001786352bill:AccountsPayableAndAccountsReceivableSolutionsMember2026-01-012026-03-310001786352bill:AccountsPayableAndAccountsReceivableSolutionsMember2025-01-012025-03-310001786352bill:AccountsPayableAndAccountsReceivableSolutionsMember2025-07-012026-03-310001786352bill:AccountsPayableAndAccountsReceivableSolutionsMember2024-07-012025-03-310001786352bill:SpendAndExpenseInterchangeRevenueMember2026-01-012026-03-310001786352bill:SpendAndExpenseInterchangeRevenueMember2025-01-012025-03-310001786352bill:SpendAndExpenseInterchangeRevenueMember2025-07-012026-03-310001786352bill:SpendAndExpenseInterchangeRevenueMember2024-07-012025-03-310001786352bill:IntegratedPlatformMember2026-01-012026-03-310001786352bill:IntegratedPlatformMember2025-01-012025-03-310001786352bill:IntegratedPlatformMember2025-07-012026-03-310001786352bill:IntegratedPlatformMember2024-07-012025-03-310001786352bill:EmbeddedSolutionsAndOtherMember2026-01-012026-03-310001786352bill:EmbeddedSolutionsAndOtherMember2025-01-012025-03-310001786352bill:EmbeddedSolutionsAndOtherMember2025-07-012026-03-310001786352bill:EmbeddedSolutionsAndOtherMember2024-07-012025-03-3100017863522026-04-012026-03-3100017863522027-04-012026-03-3100017863522028-04-012026-03-310001786352us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2026-03-310001786352us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-06-300001786352us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352bill:RestrictedCashEquivalentsMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2026-03-310001786352bill:RestrictedCashEquivalentsMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-06-300001786352bill:RestrictedCashEquivalentsMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352bill:RestrictedCashEquivalentsMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352us-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352us-gaap:MunicipalBondsMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2026-03-310001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMember2026-03-310001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352bill:TwoThousandThirtyConvertibleSeniorNotesMember2026-03-310001786352bill:TwoThousandThirtyConvertibleSeniorNotesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001786352bill:TwoThousandThirtyConvertibleSeniorNotesMemberus-gaap:FairValueInputsLevel2Member2025-06-300001786352bill:RestrictedCashMember2026-03-310001786352bill:RestrictedCashMember2025-06-300001786352bill:RestrictedCashEquivalentsMember2026-03-310001786352bill:RestrictedCashEquivalentsMember2025-06-300001786352bill:FundsReceivableMember2026-03-310001786352bill:FundsReceivableMember2025-06-300001786352bill:AvailableForSaleDebtSecuritiesMember2026-03-310001786352bill:AvailableForSaleDebtSecuritiesMember2025-06-300001786352us-gaap:CorporateDebtSecuritiesMember2026-03-310001786352us-gaap:USTreasurySecuritiesMember2026-03-310001786352us-gaap:AssetBackedSecuritiesMember2026-03-310001786352us-gaap:CertificatesOfDepositMember2026-03-310001786352us-gaap:MunicipalBondsMember2026-03-310001786352us-gaap:CorporateDebtSecuritiesMember2025-06-300001786352us-gaap:USTreasurySecuritiesMember2025-06-300001786352us-gaap:AssetBackedSecuritiesMember2025-06-300001786352us-gaap:CertificatesOfDepositMember2025-06-300001786352us-gaap:MunicipalBondsMember2025-06-300001786352bill:AccruedInterestReceivableMember2026-03-310001786352bill:AccruedInterestReceivableMember2025-06-300001786352us-gaap:FinancingReceivables1To29DaysPastDueMember2026-03-310001786352us-gaap:FinancingReceivables1To29DaysPastDueMember2025-06-300001786352us-gaap:FinancingReceivables30To59DaysPastDueMember2026-03-310001786352us-gaap:FinancingReceivables30To59DaysPastDueMember2025-06-300001786352us-gaap:FinancingReceivables60To89DaysPastDueMember2026-03-310001786352us-gaap:FinancingReceivables60To89DaysPastDueMember2025-06-300001786352bill:FinancingReceivables90To119DaysPastDueMember2026-03-310001786352bill:FinancingReceivables90To119DaysPastDueMember2025-06-300001786352bill:FinancingReceivablesEqualToGreaterThan120DaysPastDueMember2026-03-310001786352bill:FinancingReceivablesEqualToGreaterThan120DaysPastDueMember2025-06-300001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2025-06-300001786352bill:TwoThousandTwentyOneRevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2026-03-310001786352bill:TwoThousandTwentyOneRevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2025-06-300001786352us-gaap:LineOfCreditMember2026-03-310001786352us-gaap:LineOfCreditMember2025-06-300001786352bill:TwoThousandThirtyConvertibleSeniorNotesMember2025-06-300001786352bill:TwoThousandThirtyConvertibleSeniorNotesMember2025-07-012026-03-310001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMember2025-06-300001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMember2025-07-012026-03-310001786352bill:TwoThousandTwentyOneRevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2025-07-012026-03-310001786352bill:TwoThousandTwentyFiveRevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2026-03-310001786352bill:TwoThousandTwentyFiveRevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2025-06-300001786352bill:TwoThousandTwentyFiveRevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2025-07-012026-03-310001786352bill:TwoThousandThirtyConvertibleSeniorNotesMember2024-12-060001786352bill:TwoThousandThirtyConvertibleSeniorNotesMember2024-12-062024-12-060001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMember2021-09-240001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMember2021-09-242021-09-240001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMember2024-12-060001786352bill:TwoThousandTwentySevenConvertibleSeniorNotesMember2024-12-062024-12-060001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2020-11-300001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2020-11-302020-11-300001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2024-12-060001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2024-12-062024-12-060001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2024-06-300001786352bill:TwoThousandTwentyFiveConvertibleSeniorNotesMember2025-12-012025-12-010001786352bill:TwoThousandTwentyOneRevolvingCreditAgreementMember2025-10-282025-10-280001786352bill:TwoThousandTwentyOneRevolvingCreditAgreementMember2025-10-292025-10-290001786352bill:TwoThousandTwentyOneRevolvingCreditAgreementMember2026-03-310001786352bill:TwoThousandTwentyFiveRevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2025-07-012026-03-310001786352us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-310001786352us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310001786352us-gaap:RestrictedStockUnitsRSUMember2025-07-012026-03-310001786352us-gaap:RestrictedStockUnitsRSUMember2024-07-012025-03-310001786352us-gaap:RestrictedStockUnitsRSUMember2026-03-310001786352us-gaap:PerformanceSharesMember2026-01-012026-03-310001786352us-gaap:PerformanceSharesMember2025-01-012025-03-310001786352us-gaap:PerformanceSharesMember2025-07-012026-03-310001786352us-gaap:PerformanceSharesMember2024-07-012025-03-310001786352us-gaap:PerformanceSharesMember2026-03-310001786352us-gaap:StockCompensationPlanMember2026-01-012026-03-310001786352us-gaap:StockCompensationPlanMember2025-01-012025-03-310001786352us-gaap:StockCompensationPlanMember2025-07-012026-03-310001786352us-gaap:StockCompensationPlanMember2024-07-012025-03-310001786352us-gaap:StockCompensationPlanMember2026-03-310001786352bill:MarketBasedRestrictedStockUnitsMember2026-01-012026-03-310001786352bill:MarketBasedRestrictedStockUnitsMember2025-01-012025-03-310001786352bill:MarketBasedRestrictedStockUnitsMember2025-07-012026-03-310001786352bill:MarketBasedRestrictedStockUnitsMember2024-07-012025-03-310001786352bill:MarketBasedRestrictedStockUnitsMember2026-03-310001786352us-gaap:EmployeeStockOptionMember2026-01-012026-03-310001786352us-gaap:EmployeeStockOptionMember2025-01-012025-03-310001786352us-gaap:EmployeeStockOptionMember2025-07-012026-03-310001786352us-gaap:EmployeeStockOptionMember2024-07-012025-03-310001786352us-gaap:EmployeeStockOptionMember2026-03-310001786352bill:SubscriptionAndTransactionFeesMemberus-gaap:SalesMember2026-01-012026-03-310001786352bill:SubscriptionAndTransactionFeesMemberus-gaap:SalesMember2025-01-012025-03-310001786352bill:SubscriptionAndTransactionFeesMemberus-gaap:SalesMember2025-07-012026-03-310001786352bill:SubscriptionAndTransactionFeesMemberus-gaap:SalesMember2024-07-012025-03-310001786352us-gaap:CostOfSalesMember2026-01-012026-03-310001786352us-gaap:CostOfSalesMember2025-01-012025-03-310001786352us-gaap:CostOfSalesMember2025-07-012026-03-310001786352us-gaap:CostOfSalesMember2024-07-012025-03-310001786352us-gaap:ResearchAndDevelopmentExpenseMember2026-01-012026-03-310001786352us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-03-310001786352us-gaap:ResearchAndDevelopmentExpenseMember2025-07-012026-03-310001786352us-gaap:ResearchAndDevelopmentExpenseMember2024-07-012025-03-310001786352us-gaap:RestructuringChargesMember2026-01-012026-03-310001786352us-gaap:RestructuringChargesMember2025-01-012025-03-310001786352us-gaap:RestructuringChargesMember2025-07-012026-03-310001786352us-gaap:RestructuringChargesMember2024-07-012025-03-310001786352bill:August2024ShareRepurchaseProgramMember2024-08-310001786352bill:August2025ShareRepurchaseProgramMember2025-08-310001786352bill:April2026ShareRepurchaseProgramMemberus-gaap:SubsequentEventMember2026-04-300001786352bill:April2026ShareRepurchaseProgramMemberus-gaap:SubsequentEventMember2026-04-012026-04-300001786352bill:August2024ShareRepurchaseProgramMember2024-07-012024-09-300001786352bill:August2025ShareRepurchaseProgramMember2024-07-012024-09-300001786352bill:August2024ShareRepurchaseProgramMember2024-10-012024-12-310001786352bill:August2025ShareRepurchaseProgramMember2024-10-012024-12-310001786352bill:August2024ShareRepurchaseProgramMember2025-01-012025-03-310001786352bill:August2025ShareRepurchaseProgramMember2025-01-012025-03-310001786352bill:August2024ShareRepurchaseProgramMember2024-07-012025-03-310001786352bill:August2025ShareRepurchaseProgramMember2024-07-012025-03-310001786352bill:August2024ShareRepurchaseProgramMember2025-07-012025-09-300001786352bill:August2025ShareRepurchaseProgramMember2025-07-012025-09-300001786352bill:August2024ShareRepurchaseProgramMember2025-10-012025-12-310001786352bill:August2025ShareRepurchaseProgramMember2025-10-012025-12-310001786352bill:August2024ShareRepurchaseProgramMember2026-01-012026-03-310001786352bill:August2025ShareRepurchaseProgramMember2026-01-012026-03-310001786352bill:August2024ShareRepurchaseProgramMember2025-07-012026-03-310001786352bill:August2024ShareRepurchaseProgramMember2026-03-310001786352bill:August2025ShareRepurchaseProgramMember2025-07-012026-03-310001786352bill:August2025ShareRepurchaseProgramMember2026-03-310001786352bill:December2024ShareRepurchaseProgramMember2024-12-310001786352bill:December2024ShareRepurchaseProgramMember2024-10-012024-12-3100017863522025-10-1500017863522026-03-012026-03-310001786352us-gaap:SubsequentEventMember2026-05-310001786352srt:MinimumMemberus-gaap:SubsequentEventMember2026-05-310001786352srt:MaximumMemberus-gaap:SubsequentEventMember2026-05-310001786352us-gaap:StockCompensationPlanMember2026-01-012026-03-310001786352us-gaap:StockCompensationPlanMember2025-01-012025-03-310001786352us-gaap:StockCompensationPlanMember2025-07-012026-03-310001786352us-gaap:StockCompensationPlanMember2024-07-012025-03-310001786352us-gaap:ConvertibleDebtSecuritiesMember2026-01-012026-03-310001786352us-gaap:ConvertibleDebtSecuritiesMember2025-01-012025-03-310001786352us-gaap:ConvertibleDebtSecuritiesMember2025-07-012026-03-310001786352us-gaap:ConvertibleDebtSecuritiesMember2024-07-012025-03-310001786352bill:ConvertibleSeniorNotesMembersrt:MaximumMember2025-07-012026-03-310001786352bill:JohnRettigMember2026-01-012026-03-310001786352bill:JohnRettigMember2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-39149

_____________________

BILL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________


Delaware						83-2661725

(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

6220 America Center Drive, Suite 100, San Jose, CA						95002

(Address of principal executive offices)						(Zip Code)

(650) 621-7700


			(Registrant’s telephone number, including area code)

			(Former name, former address and former fiscal year, if changed since last report )

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value

BILL

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

Emerging growth company	o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2026, the registrant had 99,596,727 shares of common stock, $0.00001 par value per share, outstanding.

Table of Contents

BILL HOLDINGS, INC.

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		1

Part I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
	Note 1 – The Company and Its Significant Accounting Policies	10
	Note 2 – Revenue	12
	Note 3 – Fair Value Measurement	13
	Note 4 – Short-Term Investments and Funds Held for Customers	15
	Note 5 – Acquired Card Receivables	17
	Note 6 – Loans Held for Investment	18
	Note 7 – Debt and Borrowings	20
	Note 8 – Stockholders’ Equity	23
	Note 9 – Other Income, Net	25
	Note 10 – Income Taxes	25
	Note 11 – Commitments and Contingencies	26
	Note 12 - Restructuring	27
	Note 13 – Net Income (Loss) Per Share Attributable to Common Stockholders	28
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	49

Part II. OTHER INFORMATION		50
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	89
Item 3.	Defaults Upon Senior Securities	90
Item 4.	Mine Safety Disclosures	90
Item 5.	Other Information	90
Item 6.	Exhibits	90

SIGNATURES		91


									I

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, and operating expenses, and our ability to sustain and expand profitability;

•our business plan and our ability to effectively manage our growth;

•our market opportunity, including our total addressable market;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•our ability to further attract, retain, and expand our customer base;

•the political, economic, and macroeconomic climate, including economic downturns or recessions, inflation, significant political and regulatory developments or changes in trade policy, including government budget cuts, government shutdowns and tariffs, fluctuations in market interest rates and currency exchange rates, cybersecurity events, the conflict in Iran and related supply chain disruptions, and actual or perceived instability in the U.S. and global banking systems, and their impact on our customers, partners, vendors, employees, results of operations, liquidity, and financial condition;

•our ability to develop new products and services (including artificial intelligence (AI) products and services) and bring them to market in a timely manner;

•the effects of seasonal trends on our results of operations;

•our expectations concerning relationships with third parties, including partners;

•our ability to maintain, protect, and enhance our intellectual property;

•the effects of increased competition in our markets and our ability to compete effectively, including as a result of the ongoing rapid development and adoption of new AI capabilities;

•future acquisitions or investments in complementary companies, products, services, or technologies;

•our international expansion plans and ability to expand internationally;

•beliefs and objectives for future operations;

•our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business;

•economic and industry trends, projected growth, or trend analysis;

•our ability to attract and retain qualified talent;

•the increased expenses associated with being a publicly-listed and regulated company;

•our expectations regarding continued repurchases of shares of our common stock, including the timing, manner, amount, and impact of any repurchases;

•our expectations regarding our outstanding convertible senior notes, including the related capped call transactions, and any potential repurchases of convertible senior notes; and

•the future market prices of our common stock.


									1

Table of Contents

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein, that we have filed with the Securities and Exchange Commission (SEC) as exhibits, with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

In this Quarterly Report on Form 10-Q, the words "we," "us," and "our" refer to BILL Holdings, Inc. (BILL) together with its wholly-owned subsidiaries, unless the context requires otherwise.


									2

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)


	March 31, 2026		June 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	994,672	$	1,038,346
Short-term investments	1,178,673		1,180,110
Accounts receivable, net	32,140		32,341
Acquired card receivables, net of allowances of $18,266 and $15,020 as of March 31, 2026 and June 30, 2025, respectively	819,359		685,108
Prepaid expenses and other current assets	259,804		258,418
Funds held for customers	3,999,136		4,044,470
Total current assets	7,283,784		7,238,793
Non-current assets:
Operating lease right-of-use assets, net	49,936		56,086
Property and equipment, net	138,517		116,611
Intangible assets, net	177,311		222,805
Goodwill	2,396,509		2,396,509
Other assets	32,749		33,178
Total assets	$	10,078,806	$	10,063,982

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	7,148	$	16,293
Accrued compensation and benefits	32,665		39,581
Deferred revenue	21,290		22,435
Other accruals and current liabilities	325,521		252,455
Borrowings from credit facilities	—		180,005
Convertible senior notes, net	—		33,421
Customer fund deposits	3,999,136		4,044,470
Total current liabilities	4,385,760		4,588,660
Non-current liabilities:
Deferred revenue	380		285
Operating lease liabilities	51,000		58,372
Borrowings from credit facilities	330,000		—
Convertible senior notes, net	1,504,854		1,501,044
Other long-term liabilities	4,077		1,581
Total liabilities	6,276,071		6,149,942
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock	2		2
Additional paid-in capital	5,571,103		5,414,645
Accumulated other comprehensive income	1,992		10,197
Accumulated deficit	(1,770,362)		(1,510,804)
Total stockholders' equity	3,802,735		3,914,040
Total liabilities and stockholders' equity	$	10,078,806	$	10,063,982

See accompanying notes to condensed consolidated financial statements.


									3

Table of Contents

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Revenue
Subscription and transaction fees	$	371,134	$	320,298	$	1,104,267	$	954,857
Interest on funds held for customers	35,429		37,919		112,707		124,364
Total revenue	406,563		358,217		1,216,974		1,079,221
Cost of revenue
Service costs	62,726		56,733		197,983		166,633
Depreciation and amortization (1)	11,982		10,479		37,317		31,882
Total cost of revenue	74,708		67,212		235,300		198,515
Gross profit	331,855		291,005		981,674		880,706
Operating expenses
Research and development	74,385		86,540		237,480		250,009
Sales and marketing	153,226		136,758		457,880		395,614
General and administrative	72,286		73,851		228,700		211,744
Provision for expected credit losses	18,834		14,945		57,554		56,964
Depreciation and amortization (1)	8,479		7,857		24,929		24,728
Restructuring	5,044		—		14,326		—
Total operating expenses	332,254		319,951		1,020,869		939,059
Operating loss	(399)		(28,946)		(39,195)		(58,353)
Other income, net	15,174		18,650		49,091		91,831
Income (loss) before provision for income taxes	14,775		(10,296)		9,896		33,478
Provision for income taxes	1,989		1,293		2,661		2,607
Net income (loss)	$	12,786	$	(11,589)	$	7,235	$	30,871

Net income (loss) per share attributable to common stockholders:
Basic	$	0.13	$	(0.11)	$	0.07	$	0.30
Diluted	$	0.12	$	(0.11)	$	0.07	$	(0.09)
Weighted-average number of common shares used to compute net income (loss) per share attributable to common stockholders:
Basic	99,285		102,219		100,589		103,679
Diluted	112,677		102,219		102,309		104,139

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

See accompanying notes to condensed consolidated financial statements.


									4

Table of Contents

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Net income (loss)	$	12,786	$	(11,589)	$	7,235	$	30,871
Other comprehensive income (loss):
Net unrealized gain (loss) on investments in available-for-sale securities	(11,783)		7,516		(8,205)		9,167
Comprehensive income (loss)	$	1,003	$	(4,073)	$	(970)	$	40,038

See accompanying notes to condensed consolidated financial statements.


									5

Table of Contents

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands)


	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' equity
	Shares	Amount
Balance at June 30, 2024	106,646	$	2	$	5,233,037	$	(1,890)	$	(1,096,948)	$	4,134,201
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld and retired for tax	441	—		(287)		—		—		(287)
Issuance of common stock under the employee stock purchase plan	113	—		5,302		—		—		5,302
Repurchase and retirement of common stock, including excise tax	(3,711)	—		—		—		(201,709)		(201,709)
Stock-based compensation	—	—		55,817		—		—		55,817
Other comprehensive income	—	—		—		11,009		—		11,009
Net income	—	—		—		—		8,912		8,912
Balance at September 30, 2024	103,489	2		5,293,869		9,119		(1,289,745)		4,013,245
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld and retired for tax	716	—		(2,175)		—		—		(2,175)
Repurchase and retirement of common stock, including excise tax	(2,260)	—		—		—		(201,354)		(201,354)
Purchases of capped calls	—	—		(92,960)		—		—		(92,960)
Stock-based compensation	—	—		68,448		—		—		68,448
Other comprehensive loss	—	—		—		(9,358)		—		(9,358)
Net income	—	—		—		—		33,548		33,548
Balance at December 31, 2024	101,945	2		5,267,182		(239)		(1,457,551)		3,809,394
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld and retired for tax and excise tax	765	—		(1,182)		—		425		(757)
Stock-based compensation	—	—		65,897		—		—		65,897
Other comprehensive income	—	—		—		7,516		—		7,516
Net loss	—	—		—		—		(11,589)		(11,589)
Balance at March 31, 2025	102,710	$	2	$	5,331,897	$	7,277	$	(1,468,715)	$	3,870,461


									6

Table of Contents


	Common stock			Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total stockholders' equity
	Shares	Amount
Balance at June 30, 2025	103,012	$	2	$	5,414,645	$	10,197	$	(1,510,804)	$	3,914,040
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld and retired for tax	498	—		(13,804)		—		—		(13,804)
Repurchase and retirement of common stock, including excise tax	(1,695)	—		—		—		(81,713)		(81,713)
Stock-based compensation	—	—		64,145		—		—		64,145
Other comprehensive income	—	—		—		3,005		—		3,005
Net loss	—	—		—		—		(2,962)		(2,962)
Balance at September 30, 2025	101,815	2		5,464,986		13,202		(1,595,479)		3,882,711
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld and retired for tax	579	—		(14,840)		—		—		(14,840)
Issuance of common stock under the employee stock purchase plan	118	—		4,648		—		—		4,648
Repurchase and retirement of common stock, including excise tax	(2,545)	—		—		—		(132,980)		(132,980)
Stock-based compensation	—	—		69,285		—		—		69,285
Other comprehensive income	—	—		—		573		—		573
Net loss	—	—		—		—		(2,588)		(2,588)
Balance at December 31, 2025	99,967	2		5,524,079		13,775		(1,731,047)		3,806,809
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld and retired for tax	628	—		(13,803)		—		—		(13,803)
Repurchase and retirement of common stock, including excise tax	(1,014)	—		—		—		(52,101)		(52,101)
Stock-based compensation	—	—		60,827		—		—		60,827
Other comprehensive loss	—	—		—		(11,783)		—		(11,783)
Net income	—	—		—		—		12,786		12,786
Balance at March 31, 2026	99,581	$	2	$	5,571,103	$	1,992	$	(1,770,362)	$	3,802,735

See accompanying notes to condensed consolidated financial statements.


									7

Table of Contents

BILL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Nine Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	7,235	$	30,871
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	176,998		182,771
Amortization of intangible assets	45,494		46,760
Depreciation of property and equipment	16,751		9,850
Amortization of capitalized internal-use software costs and other paid in cash	25,038		10,947
Amortization of debt discount and issuance costs	4,826		3,280
Accretion of discount on investments in marketable debt securities	(19,144)		(29,410)
Accretion of discount on loans held for investment	(20,760)		(15,239)
Gain on debt extinguishment	—		(40,550)
Provision for expected credit losses on acquired card receivables and other financial assets	57,554		56,964
Non-cash operating lease expense	6,150		6,174
Other	949		909
Changes in assets and liabilities:
Accounts receivable	410		1,282
Prepaid expenses and other current assets	11,399		(18,206)
Other assets	74		8,398
Accounts payable	(8,475)		1,760
Other accruals and current liabilities	7,741		14,381
Operating lease liabilities	(7,511)		(7,187)
Other long-term liabilities	1,166		2,261
Deferred revenue	(1,049)		812
Net cash provided by operating activities	304,846		266,828
Cash flows from investing activities:
Purchases of corporate and customer fund short-term investments	(1,333,209)		(2,314,975)
Proceeds from maturities and sales of corporate and customer fund short-term investments	1,247,330		1,727,367
Purchase of intangible assets	—		(2,868)
Purchases of loans held for investment	(759,498)		(576,885)
Principal repayments of loans held for investment	767,043		564,295
Acquired card receivables, net	(146,644)		(146,388)
Purchases of property and equipment	(2,959)		(1,546)
Capitalization of internal-use software costs	(43,760)		(21,219)
Other	(1,438)		(1,582)
Net cash used in investing activities	(273,135)		(773,801)


									8

Table of Contents


	Nine Months Ended March 31,
	2026		2025
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes	—		1,400,000
Cash paid for convertible senior notes issuance costs	—		(24,006)
Payments for repurchase and settlement of convertible senior notes	(33,463)		(539,403)
Purchase of capped calls	—		(92,960)
Customer fund deposits liability	(56,861)		(61,856)
Prepaid card deposits	31,557		43,473
Repurchase of common stock	(272,658)		(400,001)
Proceeds from line of credit borrowings	150,000		—
Proceeds from exercise of stock options	1,517		2,772
Tax withholdings related to net share settlements of equity awards	(43,964)		(6,416)
Proceeds from issuance of common stock under the employee stock purchase plan	4,648		5,302
Other	(2,254)		—
Net cash provided by (used in) financing activities	(221,478)		326,905
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	142		(181)
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents	(189,625)		(180,249)
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period	3,550,885		3,351,399
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	3,361,260	$	3,171,150
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above:
Cash and cash equivalents	$	994,672	$	1,047,737
Restricted cash included in other current assets	110,372		92,754
Restricted cash included in other assets	3,304		5,297
Restricted cash and restricted cash equivalents included in funds held for customers	2,252,912		2,025,362
Total cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	3,361,260	$	3,171,150

See accompanying notes to condensed consolidated financial statements.


									9

Table of Contents

BILL HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

Bill.com, Inc. was incorporated in the State of Delaware in April 2006. Bill.com Holdings, Inc. was incorporated in the State of Delaware in August 2018 (and renamed BILL Holdings, Inc. in February 2023). In November 2018, Bill.com, Inc. consummated a reorganization with BILL Holdings, Inc., resulting in the latter becoming the parent entity of Bill.com, Inc. BILL Holdings, Inc. and its wholly-owned subsidiaries are collectively referred to as the “Company”.

The Company is a provider of software and payments products for small and midsized businesses, which simplifies, digitizes, and automates back-office financial processes. These include cloud-based payments, accounts payable, accounts receivable, and spend and expense management.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and were prepared in conformity with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all normal and recurring adjustments that are, in the opinion of management, necessary to state fairly the Company’s financial position, results of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and nine months ended March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2026 or for any other future annual or interim period. The unaudited condensed consolidated balance sheet as of June 30, 2025 included herein was derived from the audited financial statements for the year ended June 30, 2025, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. All intercompany accounts and transactions have been eliminated.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (2025 10-K).

Segment Reporting

The Company operates as one operating segment because its chief operating decision maker (CODM), who is the Chief Executive Officer, reviews its financial information on a consolidated basis with net income (loss) as the primary measure of segment profitability for purposes of making decisions regarding allocating resources and assessing performance. The CODM uses this measure to evaluate the Company’s operational efficiency and profitability, make strategic capital allocation decisions, and assess progress against financial targets, and is regularly provided with financial results comparing actual performance to budgeted targets and prior periods. The CODM does not evaluate the performance of the operating segment using asset information.

On a regular basis, the Company’s CODM is provided with significant segment expenses as reported within the consolidated statements of operations, adjusted for depreciation, amortization and restructuring, as presented in the consolidated statements of operations, stock-based compensation (refer to Note 8), amortization of debt issuance costs and gain on debt extinguishment (refer to Note 9). Other items included in the segment's profit or loss measure are interest income, interest expense (refer to Note 9), and provision for income taxes presented in the consolidated statements of operations and comprehensive income. In addition, on a regular basis the CODM is also provided with rewards expense and losses from fraud. Rewards expense, which is included in sales and marketing, was $85.3 million and $253.6 million for the three and nine months ended March 31, 2026, respectively, and $68.4 million and $195.2 million for the three and nine months ended March 31, 2025, respectively. Losses from fraud, which are included in general and administrative, were $4.5 million and $16.5 million for the three and nine months ended March 31, 2026, and $5.1 million and $13.3 million for the three and nine months ended March 31, 2025, respectively.


									10

Table of Contents

Total revenue from external customers outside of the U.S. was approximately less than 2% of consolidated total revenue during each of the three and nine months ended March 31, 2026 and 2025.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make various estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Management regularly assesses these estimates, including, but not limited to, useful lives of long-lived assets; capitalization of internal-use software costs; the estimate of expected credit losses on accounts receivable, acquired card receivables, and loans held for investment; accrual for rewards; benefit periods used to amortize deferred costs; reserve for losses on funds held for customers; and valuation of deferred tax assets. The Company evaluates these estimates and assumptions and adjusts them accordingly. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements.

Goodwill

Goodwill represents the excess of the purchase price of the acquisition over the net fair value of identifiable assets acquired and liabilities assumed. Goodwill amounts are not amortized. The Company monitors goodwill for impairment on at least an annual basis, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. No triggering events indicating possible impairment were identified during the three and nine months ended March 31, 2026 or in any prior period. The Company continually evaluates its current and estimated future financial results, macroeconomic environment and industry-specific conditions, which are subject to many uncertainties, including the impact of government budget cuts, government shut downs and tariffs, volatility related to changes in rates of inflation, interest rates, the strength of the U.S. dollar, geopolitical conflicts, and the potential for a slowing economy. These conditions, if sustained or exacerbated, could negatively impact the estimated fair value of the Company’s single reporting unit. As a result, the Company may be required to perform a quantitative goodwill impairment test in a future period, which could result in a non-cash impairment charge.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash, restricted cash equivalents, short-term investments, accounts receivable, acquired card receivables and loans held for investment (collectively referred to as Financial Assets). The Company maintains its cash, cash equivalents, restricted cash, restricted cash equivalents and short-term investments with large multinational financial institutions that may at times exceed federally insured limits. Management believes that the financial institutions with which the Company does business are financially sound with minimal credit risk. Management further believes the associated risk of concentration for the Company’s investments is mitigated by holding a diversified portfolio of highly rated investments consisting of money market funds and short-term debt securities.

The Company performs credit evaluations to verify the credit quality of its Financial Assets and determine any at-risk financial instruments. As of March 31, 2026 and June 30, 2025, the allowance for expected credit losses related to accounts receivable, acquired card receivables, and loans held for investment totaled $34.2 million and $30.3 million, respectively. These amounts do not include the immaterial allowance for expected credit losses on the card receivables that have been authorized but not cleared at the end of the periods.

There were no customers that exceeded 10% of the Company’s total revenue during the three and nine months ended March 31, 2026 and 2025.

Foreign Currency

The functional currency of the Company's foreign subsidiary is the U.S. dollar, which is the Company's reporting currency. Gains and losses from the remeasurement of transactions denominated in foreign currencies other than the functional currency of the foreign subsidiary are included in other income, net in the accompanying condensed consolidated statements of operations.


									11

Table of Contents

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies described in the 2025 10-K, except as noted below:

Restructuring

Restructuring charges may consist of severance, benefits, payroll taxes, costs related to contract terminations, and other related costs. The Company recognizes a liability for involuntary employee termination benefits pursuant to a mutually understood severance benefits plan when it is probable and the termination benefits are estimable. One-time involuntary termination benefits that are not provided under the ongoing severance benefits plan or enhancements to the ongoing severance benefits plan are not accrued until the terms of the benefit arrangement have been communicated to the affected employees. Costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates. Other exit-related costs are recognized as incurred.

New Accounting Pronouncements and Disclosure Rules Not Yet Adopted

There have been no changes to the Company’s new accounting pronouncements and disclosures not yet adopted as described in the 2025 10-K, except as noted below:

In July 2025, the Financial Accounting Standards Board issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326). The guidance in ASU 2025-05 provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect this ASU to materially impact the consolidated financial statements.

In September 2025, the Financial Accounting Standards Board issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350). The amended guidance modernizes the accounting for costs related to internal-use software to more closely align with current software development methods. The guidance removes references to project stages and clarifies when the Company is required to start capitalizing eligible costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is evaluating the impact this amended guidance may have on its consolidated financial statements.

NOTE 2 – REVENUE

The Company generates revenue primarily from subscription and transaction fees. For the purpose of disaggregating revenue by solutions, the Company defines BILL AP/AR as transaction and subscription revenue derived from businesses that use its core BILL accounts payable and receivable platform; BILL Spend and Expense as interchange revenue derived from BILL Divvy Card transactions; and Embedded Solutions and Other as transaction and subscription revenue from businesses that access the Company's solutions through its embedded partners' platforms and other indirect sales channels (including financial institution partners), and


									12

Table of Contents

Invoice2go revenue. The table below shows the Company’s revenue from subscription and transaction fees, which are disaggregated by solutions, and revenue from interest on funds held for customers (in thousands).


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
BILL AP/AR	$	183,223	$	163,775	$	547,689	$	492,905
BILL Spend and Expense	167,227		137,908		490,990		404,366
Integrated platform	350,450		301,683		1,038,679		897,271
Embedded Solutions and Other	20,684		18,615		65,588		57,586
Total subscription and transaction fees	371,134		320,298		1,104,267		954,857
Interest on funds held for customers	35,429		37,919		112,707		124,364
Total revenue	$	406,563	$	358,217	$	1,216,974	$	1,079,221

Deferred revenue

Fees from customers with which the Company has annual or multi-year contracts are generally billed in advance. These fees are initially recorded as deferred revenue and subsequently recognized as revenue as the performance obligation is satisfied. During the three and nine months ended March 31, 2026, the Company recognized $2.6 million and $21.5 million of revenue that was included in the deferred revenue balances as of June 30, 2025.

Remaining performance obligations

The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of March 31, 2026, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied), including deferred revenue, was $60.0 million. Of the total remaining performance obligations, the Company expects to recognize approximately 58% over the next year, 24% between one to two years and 18% thereafter. The Company determines remaining performance obligations at a point in time based on contracts with customers. However, actual amounts and timing of revenue recognized may differ due to subsequent contract modifications, renewals and/or terminations.

Unbilled revenue

Unbilled revenue consists of revenue recognized that has not been billed to the customers yet. The unbilled revenue amounted to $19.8 million and $17.3 million as of March 31, 2026 and June 30, 2025, respectively, and are included in accounts receivable, net in the accompanying condensed consolidated balance sheets.

NOTE 3 – FAIR VALUE MEASUREMENT

The Company measures and reports its cash equivalents, short-term investments, funds held for customers that are invested in money market funds and marketable debt securities at fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be


									13

Table of Contents

corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity for the related assets or liabilities and typically reflect management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.

In determining fair value, the Company utilizes quoted market prices, or valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value.

The following table summarizes the fair values of the financial assets and liabilities, determined using quoted market prices of identical assets or market prices of similar assets from active markets as of the dates presented (in thousands):


		Fair Value at
	Pricing Category	March 31, 2026		June 30, 2025
Assets
Cash equivalents:
Money market funds	Level 1	$	346,775	$	365,456
Corporate bonds	Level 2	72,705		69,956
Certificates of deposit	Level 2	—		2,216

Short-term investments:
Corporate bonds	Level 2	548,454		758,333
U.S. treasury securities	Level 2	514,918		287,559
Asset-backed securities	Level 2	99,753		118,236
Certificates of deposit	Level 2	15,548		15,982

Funds held for customers:
Restricted cash equivalents:
Money market funds	Level 1	1,333,975		1,642,494
Corporate bonds	Level 2	—		18,929

Short-term investments:
Corporate bonds	Level 2	400,548		486,362
U.S. treasury securities	Level 2	1,146,938		868,705
Certificates of deposit	Level 2	66,817		99,138
Asset-backed securities	Level 2	95,334		167,970
Municipal bonds	Level 2	18,751		6,592

Liabilities (1)
0% 2025 Notes	Level 2	—		32,567
0% 2027 Notes	Level 2	119,478		112,738
0% 2030 Notes	Level 2	$	1,238,832	$	1,185,128

(1) These liabilities are carried at par value, less the unamortized issuance costs in the accompanying condensed consolidated balance sheets.

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.


									14

Table of Contents

The Company's financial instruments that are not measured and recorded at fair value, such as cash, restricted cash, acquired card receivables, loans held for investment, interest receivables, incentive receivables, and borrowings from credit facilities, are carried at amortized cost, which approximates their fair value. If these financial instruments were measured at fair value in the financial statements, cash would be classified as Level 1; restricted cash, interest receivables, incentive receivables and borrowings from credit facilities would be classified as Level 2 and the acquired card receivables and loans held for investment would be classified as Level 3 in the fair value hierarchy.

NOTE 4 – SHORT-TERM INVESTMENTS AND FUNDS HELD FOR CUSTOMERS

The following table summarizes the assets underlying short-term investments and funds held for customers as of the dates presented (in thousands):


	March 31, 2026		June 30, 2025
Short-term investments:
Available-for-sale debt securities	$	1,178,673	$	1,180,110
Total short-term investments	1,178,673		1,180,110
Funds held for customers:
Restricted cash	922,082		749,111
Restricted cash equivalents	1,333,975		1,661,423
Funds receivable	36,702		25,499
Available-for-sale debt securities	1,728,388		1,628,767
Total funds held for customers	4,021,147		4,064,800
Less - interest income included in other current assets (1)	(22,011)		(20,330)
Total funds held for customers, net of income earned by the Company	$	3,999,136	$	4,044,470

(1) Represents interest income, accretion of discount, and net unrealized gains on customer funds that were invested in money market funds and short-term marketable debt securities. The Company contractually earns interest income on these investments, which is expected to be transferred into the Company’s corporate deposit account upon sale or settlement of the associated investment, and is not considered funds held for customers.

The following table summarizes the estimated fair value of available-for-sale debt securities, included within short-term investments and funds held for customers, as of the dates presented (in thousands):


	March 31, 2026
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Short-term investments:
Corporate bonds	$	547,110	$	1,440	$	(96)	$	548,454
U.S. treasury securities	516,099		210		(1,391)		514,918
Asset-backed securities	99,695		108		(50)		99,753
Certificates of deposit	15,548		—		—		15,548
Total short-term investments	$	1,178,452	$	1,758	$	(1,537)	$	1,178,673
Funds held for customers:
U.S. treasury securities	$	1,146,679	$	2,272	$	(2,013)	$	1,146,938
Corporate bonds	399,221		1,345		(18)		400,548
Asset-backed securities	94,982		366		(14)		95,334
Certificates of deposit	66,817		—		—		66,817
Municipal bonds	18,743		19		(11)		18,751
Total funds held for customers	$	1,726,442	$	4,002	$	(2,056)	$	1,728,388


									15

Table of Contents


	June 30, 2025
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Short-term investments:
Corporate bonds	$	756,009	$	2,598	$	(274)	$	758,333
U.S. treasury securities	287,356		261		(58)		287,559
Asset-backed securities	118,074		177		(15)		118,236
Certificates of deposit	15,982		—		—		15,982
Total short-term investments	$	1,177,421	$	3,036	$	(347)	$	1,180,110
Funds held for customers:
Corporate bonds	$	483,604	$	2,759	$	(1)	$	486,362
Certificates of deposit	99,138		—		—		99,138
Asset-backed securities	167,179		791		—		167,970
Municipal bonds	6,560		32		—		6,592
U.S. treasury securities	864,602		4,319		(216)		868,705
Total funds held for customers	$	1,621,083	$	7,901	$	(217)	$	1,628,767

The amortized cost and fair value amounts for short-term investments include interest receivables of $8.1 million and $8.9 million as of March 31, 2026 and June 30, 2025, respectively. The amortized cost and fair value amounts for funds held for customers include interest receivables of $14.3 million and $12.4 million as of March 31, 2026 and June 30, 2025, respectively.

The following table summarizes fair value of the Company's available-for-sale debt securities, included within short-term investments and funds held for customers, by remaining contractual maturity as of the dates presented (in thousands):


	March 31, 2026		June 30, 2025
Due within 1 year	$	1,380,640	$	1,118,478
Due in 1 year through 5 years	1,526,104		1,689,477
Due in 5 years through 10 years	317		922
Total	$	2,907,061	$	2,808,877


									16

Table of Contents

As of March 31, 2026, approximately 210 out of approximately 760 investments in available-for-sale debt securities were in an unrealized loss position. The following tables show gross unrealized losses and fair values for those investments that were in an unrealized loss position as of the dates presented (in thousands):


	March 31, 2026
	Less than 12 months				12 months or longer				Total
	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Short-term investments:
Corporate bonds	$	116,779	$	(96)	$	—	$	—	$	116,779	$	(96)
U.S. treasury securities	309,232		(1,391)		—		—		309,232		(1,391)
Asset-backed securities	33,190		(45)		340		(5)		33,530		(50)
Total short-term investments	$	459,201	$	(1,532)	$	340	$	(5)	$	459,541	$	(1,537)
Funds held for customers:
U.S. treasury securities	$	412,597	$	(2,013)	$	—	$	—	$	412,597	$	(2,013)
Municipal bonds	11,723		(11)		—		—		11,723		(11)
Corporate bonds	15,170		(18)		—		—		15,170		(18)
Asset-backed securities	7,705		(14)		—		—		7,705		(14)
Total funds held for customers	$	447,195	$	(2,056)	$	—	$	—	$	447,195	$	(2,056)


	June 30, 2025
	Less than 12 months				12 months or longer				Total
	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Short-term investments:
Corporate bonds	$	209,648	$	(274)	$	—	$	—	$	209,648	$	(274)
U.S. treasury securities	139,598		(58)		—		—		139,598		(58)
Asset-backed securities	30,362		(15)		—		—		30,362		(15)
Total short-term investments	$	379,608	$	(347)	$	—	$	—	$	379,608	$	(347)
Funds held for customers:
Corporate bonds	$	12,867	$	(1)	$	—	$	—	$	12,867	$	(1)
Asset-backed securities	4,576		—		—		—		4,576		—
U.S. treasury securities	82,910		(216)		—		—		82,910		(216)
Total funds held for customers	$	100,353	$	(217)	$	—	$	—	$	100,353	$	(217)

Unrealized losses have not been recognized into income as the Company neither intends to sell, nor anticipates that it is more likely than not that the Company will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due primarily to changes in market interest rates, rather than credit losses.

There have been no significant realized gains or losses on the short-term investments and funds held for customers during the three and nine months ended March 31, 2026 and 2025.

NOTE 5 – ACQUIRED CARD RECEIVABLES

As of March 31, 2026, approximately $490.8 million of the acquired card receivables balance served as collateral for the Company’s borrowings from the Revolving Credit Facilities (as defined below, see Note 7).

The Company incurred losses related to card transactions disputed by spending businesses. The amounts were not material during the three and nine months ended March 31, 2026 and 2025.


									17

Table of Contents

The acquired card receivables balances do not include purchases of participation interests in card receivables from the Company's card issuing partner banks (Issuing Banks) that have not cleared at the end of the reporting period. Purchases of participation interests in card receivables that have not cleared as of March 31, 2026 totaled $69.1 million. The Company recognized an immaterial amount of expected credit losses on the card receivables that have not cleared yet as of March 31, 2026.

Credit Quality Information

The Company regularly reviews collection experience, delinquencies, and net charge-offs in determining allowance for expected credit losses related to acquired card receivables. Historical collections rates have shown that days past due is the primary indicator of the likelihood of loss. The Company uses the delinquency trends or past due status of the acquired card receivables as the credit quality indicator. Acquired card receivables are considered past due if full payment is not received on the bill date or within a grace period, which is generally limited to five days. Below is a summary of the acquired card receivables by class (i.e., past due status) as of the dates presented (in thousands):


	March 31, 2026		June 30, 2025
Current and less than 30 days past due	$	819,528	$	686,070
30 ~ 59 days past due	5,343		6,173
60 ~ 89 days past due	6,023		5,312
90 ~ 119 days past due	5,165		2,562
Over 119 days past due	1,566		11
Total	$	837,625	$	700,128

Allowance for Expected Credit Losses

Below is a summary of the changes in allowance for expected credit losses (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Balance, beginning	$	19,542	$	20,768	$	15,020	$	20,883
Provision for expected credit losses	12,774		9,299		44,626		34,530
Charge-off amounts	(16,942)		(12,173)		(49,788)		(41,186)
Recoveries collected	2,892		2,089		8,408		5,756
Balance, ending	$	18,266	$	19,983	$	18,266	$	19,983

Card receivables acquired from the Issuing Banks were $6.6 billion and $19.4 billion during the three and nine months ended March 31, 2026, respectively, and $5.3 billion and $15.7 billion during the three and nine months ended March 31, 2025, respectively. The provision for expected credit losses related to acquired card receivables increased during the three and nine months ended March 31, 2026 compared to the same prior year period due to portfolio growth, an increase in delinquencies and a release of $5.7 million of the allowance for expected credit losses during the prior year periods due to refinements to the credit loss methodology. The charge-offs related to acquired card receivables increased during the three and nine months ended March 31, 2026 compared to the same prior year period primarily due to portfolio growth.

NOTE 6 – LOANS HELD FOR INVESTMENT

Loans held for investment represent funds advanced under a line of credit agreement, through a partnership with a third-party bank (the Originating Bank Partner). Loans held for investment are included in


									18

Table of Contents

prepaid expenses and other current assets in the accompanying consolidated balance sheets and consisted of the following as of the dates presented (in thousands):


	March 31, 2026		June 30, 2025
Unpaid principal balance	$	64,948	$	61,938
Less: Discount at loan purchase, net of amortization	(1,668)		(1,527)
Less: Allowance for expected credit losses	(15,640)		(14,853)
Loans held for investment, net	$	47,640	$	45,558

Credit Quality Information

The Company conducts an eligibility assessment prior to loan origination by the Originating Bank Partner. This process is performed at the invoice level and involves evaluating the invoice repayment likelihood by the respective network members associated with each invoice. Subsequently, the credit quality of these loans is monitored based on the delinquency trends or past due status of the loans held for investment, which are considered the credit quality indicators. Below is a summary of the loans held for investment by class (i.e., past due status) as of the dates presented (in thousands):


	March 31, 2026		June 30, 2025
Current and less than 30 days past due	$	57,398	$	55,540
30 ~ 59 days past due	2,648		1,471
60 ~ 89 days past due	1,696		1,461
90 ~ 119 days past due	1,537		1,685
Over 119 days past due	1		254
Total	$	63,280	$	60,411

Allowance for Credit Losses

Below is a summary of the changes in allowance for credit losses presented (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Balance, beginning	$	13,413	$	13,340	$	14,853	$	4,700
Provision for expected credit losses	5,981		5,502		13,016		22,125
Charge-off amounts	(4,154)		(4,981)		(13,251)		(13,194)
Recoveries collected	400		169		1,022		399
Balance, ending	$	15,640	$	14,030	$	15,640	$	14,030

The provision for expected credit losses related to loans held for investment increased during the three months ended March 31, 2026 compared to the same prior year period due to portfolio growth. The provision for expected credit losses related to loans held for investment decreased during the nine months ended March 31, 2026 compared to the same prior year period due to the improvement in the delinquency performance of loans held for investment, a decrease to estimated loss rates in the current period and an increase to estimated loss rates during the prior year periods, which were partially offset by portfolio growth. The charge-off amounts related to loans held for investment decreased during the three months ended March 31, 2026 compared to the same prior year period due to an enhanced collection process, partially offset by portfolio growth. The charge-off amounts increased during the nine months ended March 31, 2026 compared to the same prior year period due to portfolio growth.


									19

Table of Contents

NOTE 7 – DEBT AND BORROWINGS

Debt and borrowings consisted of the following (in thousands):


	Carrying Value at
	March 31, 2026		June 30, 2025		Expected Remaining Term (years)	Annualized Effective Interest Rate at March 31, 2026
Current liabilities:
Convertible senior notes:
2025 Notes, principal	$	—	$	33,463
Less: unamortized debt discount and issuance costs	—		(42)
Convertible senior notes, net current	—		33,421
Revolving credit facility:
2021 Credit Facility	—		180,005
Borrowings from Revolving Credit Facility (1)	—		180,005
Non-current liabilities:
Convertible senior notes:
2030 Notes, principal	1,400,000		1,400,000		4.0	0.32	%
2027 Notes, principal	123,548		123,548		1.0	0.48	%
Less: unamortized debt discount and issuance costs	(18,694)		(22,504)
Convertible senior notes, net	1,504,854		1,501,044
Revolving credit facility:
2021 Credit Facility	180,000		—		2.1	6.60	%
2025 Credit Facility	150,000		—		1.7	6.02	%
Borrowings from Revolving Credit Facility (1)	330,000		—
Total	$	1,834,854	$	1,714,470

(1) Unamortized debt issuance costs balance for the Revolving Credit Facilities was $1.9 million and $2.1 million as of March 31, 2026 and June 30, 2025, respectively, and is included in other assets on the condensed consolidated balance sheets.

Convertible senior notes

2030 Notes

On December 6, 2024, the Company issued $1.4 billion aggregate principal amount of 0% convertible senior notes due April 1, 2030, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2030 Notes are subject to the terms and conditions of the indenture governing the 2030 Notes between the Company and Computershare Trust Company, N.A., as trustee (in its capacity as trustee for each of the 2030 Notes, the 2025 Notes (as defined below) and the 2027 Notes (as defined below), as applicable, the Notes Trustee). The net proceeds from the issuance of the 2030 Notes were $1.38 billion, after deducting the debt discount and debt issuance costs totaling $24.0 million.

The 2030 Notes are senior, unsecured obligations of the Company, and will not accrue interest unless the Company determines to pay special interest as a remedy for failure to timely file any reports required to be filed with the SEC, the failure to remove certain trading restrictions, or failure to deliver reports to the Notes Trustee. The 2030 Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated to the 2030 Notes and rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the 2025 Notes and 2027 Notes. In addition, the 2030 Notes are effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the


									20

Table of Contents

value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries.

The 2030 Notes have an initial conversion rate of 8.3718 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $119.45 per share of the Company’s common stock and 11.7 million shares issuable upon conversion. The conversion rate is subject to customary adjustments for certain events as described below. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company's election. The Company’s current intent is to settle conversions of the 2030 Notes through a combination settlement, which involves a repayment of the principal portion in cash with any excess of the conversion value over the principal amount settled in shares of common stock.

The Company may redeem for cash, all or any portion of the 2030 Notes, at the Company’s option, on or after December 1, 2027 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the 2030 Notes. The holders of the 2030 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding January 1, 2030 in multiples of $1,000 principal amount, under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on December 31, 2024, and only during such calendar quarter, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the 5 business day periods after any 5 consecutive trading day period in which the trading price per $1,000 principal amount of the 2030 Notes for each trading day of that period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

•if the Company calls such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events.

The conversion rate is subject to adjustment upon the occurrence of certain events or if the Company’s board of directors determines it is in the best interest of the Company. Additionally, holders of the 2030 Notes that convert their notes in connection with a make-whole fundamental change or during the redemption period, may be eligible to receive a make-whole premium through an increase of the conversion rate based on the estimated fair value of the 2030 Notes for the given date and stock price. The make-whole premium is designed to compensate the holder for lost “time-value” of the conversion option. The maximum number of additional shares that may be issued under the make-whole premium is 2.9301 per $1,000 principal (the lowest price of $88.48 in the make whole).

The indenture governing the 2030 Notes contains customary events of default with respect to the 2030 Notes and provides that upon certain events of default occurring and continuing, the holders of the 2030 Notes will have the right, at their option, to require the Company to repurchase for cash all or a portion of their outstanding notes, at a price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid interest.

2027 Notes

On September 24, 2021, the Company issued $575.0 million in aggregate principal amount of its 0% convertible senior notes due on April 1, 2027, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 2027 Notes). The 2027 Notes are subject to the terms and conditions of the indenture governing the 2027 Notes between the Company and the Notes Trustee.


									21

Table of Contents

The net proceeds from the issuance of the 2027 Notes were $560.1 million, after deducting debt discount and debt issuance costs totaling $14.9 million.

On December 6, 2024, using proceeds from the issuance of the 2030 Notes, the Company entered into privately negotiated transactions with certain holders of its 2027 Notes to repurchase $451.5 million aggregate principal amount for an aggregate cash repurchase price of $408.6 million. The carrying amount of the extinguished 2027 Notes was $446.5 million, net of unamortized issuance cost of $5.0 million, resulting in a $37.9 million gain recorded in other income, net in the accompanying consolidated statement of operations.

2025 Notes

On November 30, 2020, the Company issued $1.15 billion in aggregate principal amount of its 0% convertible senior notes due on December 1, 2025, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 2025 Notes, and together with the 2027 Notes and 2030 Notes, the Notes). The 2025 Notes were subject to the terms and conditions of the indenture governing the 2025 Notes between the Company and the Notes Trustee. The net proceeds from the issuance of the 2025 Notes were $1.13 billion, after deducting debt discount and debt issuance costs totaling $20.6 million.

On December 6, 2024, using proceeds from the issuance of the 2030 Notes, the Company entered into privately negotiated transactions with certain holders of its 2025 Notes to repurchase $133.9 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of $130.8 million. The carrying amount of the extinguished 2025 Notes was $133.4 million, net of unamortized issuance cost of $0.5 million, resulting in a $2.6 million gain recorded in other income, net in the accompanying consolidated statement of operations. In fiscal 2024, the Company repurchased $982.7 million aggregate principal amount of the 2025 Notes in privately negotiated transactions.

On December 1, 2025, upon maturity of the 2025 Notes, the Company settled the remaining $33.5 million aggregate principal amount of the 2025 Notes in cash.

The "if-converted" value of the Notes did not exceed the principal amount of $1.5 billion and $1.6 billion as of each of March 31, 2026 and June 30, 2025, respectively.

Capped Call Transactions

In conjunction with the issuance of the 2030 Notes, the Company entered into capped call transactions (the Capped Calls) with certain financial institutions at a total cost of $93.0 million. The Capped Calls associated with the 2030 Notes are separate transactions and are not part of the terms of the 2030 Notes. The total amount paid for the Capped Calls associated with the 2030 Notes was recorded as a reduction of additional paid-in capital. The Company used a portion of the proceeds from the 2030 Notes to pay for the cost of the applicable Capped Call premium. The cost of the Capped Calls associated with the 2030 Notes is not expected to be tax-deductible as the Company did not elect to integrate the Capped Calls into the 2030 Notes for tax purposes.

The Capped Calls associated with the 2030 Notes each have an initial strike price of $119.45 per share, subject to certain adjustments, which corresponds to the respective initial conversion price of the 2030 Notes, and have an initial cap price of $154.84 per share, subject to certain adjustments; provided that such cap price shall not be reduced to an amount less than their respective strike price. The Capped Calls associated with the 2030 Notes cover, subject to anti-dilution adjustments, a total of 11.7 million shares of the Company’s common stock. The Capped Calls associated with the 2030 Notes are expected to generally reduce the potential dilution of the Company’s common stock upon any conversion of the 2030 Notes and/or offset any cash payments that the Company is required to make in excess of the principal amount of such converted notes, as the case may be, with such reduction and/or offset subject to a cap.

In conjunction with the issuance of the 2025 Notes and 2027 Notes, the Company entered into similar capped call transactions. In fiscal 2024, the Company terminated the capped call transactions previously entered into in connection with the issuance of the 2025 Notes.


									22

Table of Contents

Revolving Credit Facilities

2021 Credit Facility

The Company's Revolving Credit and Security Agreement, by and among Divvy Peach, LLC, a wholly-owned subsidiary of the Company, and Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto (as amended from time to time, the 2021 Credit Facility), was initially executed in March 2021, amended in August 2022 to finance the acquisition of card receivables and increase the borrowing capacity, and further amended in March 2024 to extend the maturity date and further increase the borrowing capacity. On October 29, 2025, the Company further amended the 2021 Credit Facility to extend the maturity date and reduce the interest rate from 2.65% to 1.95% plus SOFR (subject to a floor rate of 0.25%) per annum. The 2021 Credit Facility matures in May 2028 or earlier pursuant to the agreement and has a total commitment of $300.0 million. Total outstanding borrowings were $180.0 million as of March 31, 2026. The Company is required to comply with certain restricted covenants, including liquidity requirements. As of March 31, 2026, the Company was in compliance with those covenants.

2025 Credit Facility

The Company's Revolving Credit and Security Agreement by and among Odin Financing, LLC, a wholly-owned subsidiary of the Company, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the 2025 Credit Facility and together with the 2021 Credit Facility, the Revolving Credit Facilities) was executed in May 2025 to finance the acquisition of card receivables. Borrowings bear interest at a rate per annum that is based on SOFR or an adjusted benchmark rate plus 1.80%. The 2025 Credit Facility matures in November 2027 or earlier pursuant to the agreement and has a total commitment of $300.0 million. Total outstanding borrowings were $150.0 million as of March 31, 2026. The Company is required to comply with certain restrictive covenants, including liquidity requirements. As of March 31, 2026, the Company was in compliance with those covenants.

NOTE 8 – STOCKHOLDERS’ EQUITY

Stock Based Compensation

Stock-based compensation by award type (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,				As of March 31, 2026
	2026		2025		2026		2025		Unrecognized compensation		Weighted-average recognition period (in years)
Restricted stock units (RSUs)	$	53,686	$	58,646	$	171,148	$	170,461	$	311,151	2.3
Performance-based awards	3,534		3,385		4,652		7,404		17,843		1.6
Employee stock purchase plan	1,259		1,766		5,017		4,771		1,021		0.4
Market-based RSUs	2,348		1,906		12,964		7,512		13,730		1.8
Stock options	—		420		476		2,442		—		0.0
Total stock-based compensation	$	60,827	$	66,123	$	194,257	$	192,590	$	343,745


									23

Table of Contents

Stock-based compensation was included in the following line items in the accompanying condensed consolidated statements of operations and condensed consolidated balance sheets (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Revenue - subscription and transaction fees	$	600	$	562	$	1,842	$	1,697
Cost of revenue - service costs	2,082		2,414		6,675		7,147
Research and development	24,202		27,362		79,264		80,265
Sales and marketing	8,358		9,507		28,003		30,781
General and administrative	17,819		22,384		60,308		62,881
Restructuring	876		—		906		—
Total amount charged to operating loss	53,937		62,229		176,998		182,771
Property and equipment (capitalized internal-use software)	6,890		3,894		17,259		9,819
Total stock-based compensation	$	60,827	$	66,123	$	194,257	$	192,590

Share Repurchase Program

In August 2024, the Company's board of directors approved a share repurchase program, pursuant to which the Company announced its intention to purchase up to $300.0 million of its outstanding shares of common stock (the August 2024 Share Repurchase Program). In July 2025, the Company completed the repurchase of shares under the August 2024 Share Repurchase Program.

In August 2025, the Company's board of directors authorized the repurchase of up to $300.0 million in shares of its outstanding common stock (the August 2025 Share Repurchase Program).

In April 2026, the Company's board of directors authorized the repurchase of up to $1.0 billion in shares of its outstanding common stock, which authorization includes unused amounts under the August 2025 Share Repurchase Program (the 2026 Share Repurchase Authorization). Pursuant to this authorization, the Company may repurchase such shares from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. This authorization has a term of 24 months, may be suspended, discontinued or modified at any time, and does not obligate the Company to acquire any amount of common stock.


									24

Table of Contents

The table below sets forth information regarding repurchases made pursuant to the Company's share repurchase programs as of March 31, 2026 (in thousands, except per share data):


	August 2024 Share Repurchase Program							August 2025 Share Repurchase Program
Period	Shares repurchased	Total amount repurchased(1)		Average price paid per share(1)		Available for future share repurchases		Shares repurchased	Total amount repurchased(1)		Average price paid per share(1)		Available for future share repurchases (2)
Fiscal 2025
First quarter	3,711	$	201,709	$	54.35			—	$	—	$	—
Second quarter	—	—		$	—			—	—		$	—
Third quarter	—	—		$	—			—	—		$	—
Total	3,711	$	201,709					—	$	—
Fiscal 2026
First quarter	1,392	$	65,454	$	47.02			303	$	16,258	$	53.71
Second quarter	—	—		$	—			2,545	132,980		$	52.26
Third quarter	—	—		$	—			1,014	52,101		$	51.40
Total	1,392	$	65,454			$	—	3,862	$	201,339			$	99,996

(1) Amounts include an immaterial amount of accrued excise tax.

(2) Unused amounts are now included in the amount authorized under the 2026 Share Repurchase Authorization.

In addition, in December 2024, the Company's board of directors approved the repurchase of up to an additional $200.0 million of its outstanding shares of common stock in connection with the issuance of the 2030 Notes. During the three months ended December 31, 2024, the Company repurchased 2,260,397 shares of its common stock for $201.4 million, which included an immaterial amount of accrued excise tax, in privately negotiated transactions concurrently with the pricing of, and using proceeds from, the issuance of the 2030 Notes.

The total price of the shares repurchased and related transaction costs are reflected as a reduction of common stock and an increase to accumulated deficit on the Company's condensed consolidated balance sheets.

NOTE 9 – OTHER INCOME, NET

Other income, net consisted of the following for the periods presented (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Interest income	$	21,869	$	23,666	$	70,360	$	66,371
Gain on debt extinguishment	—		—		—		40,550
Interest expense	(4,607)		(3,420)		(14,798)		(10,923)
Amortization of debt discount and issuance costs	(1,591)		(1,384)		(4,826)		(3,280)
Other	(497)		(212)		(1,645)		(887)
Total other income, net	$	15,174	$	18,650	$	49,091	$	91,831

NOTE 10 – INCOME TAXES

The Company’s provision for income taxes during the interim periods is determined using an estimate of the Company’s annual effective tax rate, which is adjusted for certain discrete tax items during the interim periods. The Company's income tax provision was $2.0 million and $2.7 million for the three and nine months ended March 31, 2026, respectively, and $1.3 million and $2.6 million for the three and nine months ended March 31, 2025, respectively.


									25

Table of Contents

The Company’s effective tax rate differs from the federal statutory rate primarily due to valuation allowance positions in its federal, state and foreign jurisdictions. The income tax expense during the three and nine months ended March 31, 2026 pertained mainly to an estimated cash tax liability and an increase in the net deferred tax liability.

The Company has subsidiaries in the U.S., Canada, and Australia and may be subject to income tax audits in those jurisdictions. The Company records liabilities related to uncertain tax positions, which provide adequate reserves for income tax uncertainties in all open tax years. Due to the Company’s history of tax losses, all years remain open to tax audit. The Company’s management evaluates the realizability of the Company’s deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during the foreseeable future.

On July 4, 2025, legislation commonly referred to as the One Big Beautiful Bill Act of 2025 (OBBBA) was enacted in the U.S. Key tax components of the OBBBA include making permanent certain provisions of the Tax Cuts and Jobs Act and full expensing of domestic research and experimental expenditures. The Company currently expects an immaterial beneficial cash flow impact in fiscal year 2026 from repeal of Section 174. The Company will continue to monitor and assess the impact of OBBBA on the consolidated financial statements.

The Company regularly evaluates the realizability of its deferred tax assets (DTAs) by assessing all available evidence, both positive and negative, to determine whether it is more likely than not that some or all of the DTAs will not be realized. The Company considers its historical earnings, volatility in actual earnings, impact of permanent book to tax difference, the timing of reversal of existing temporary differences, and future profitability to assess its valuation allowance. As of March 31, 2026, substantially all of the Company's U.S. DTAs, net of deferred tax liabilities, were subject to a valuation allowance. If sufficient positive evidence emerges, some or all of the valuation allowance could be released. Such a release would result in a non-cash income tax benefit in the period of release and the recognition of additional DTAs in the accompanying condensed consolidated statements of operations and balance sheets, respectively. There is a reasonable possibility that, within the next twelve months, sufficient positive evidence may become available to conclude that all or a significant portion of the valuation allowance against U.S. net DTAs is no longer required.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Unused Credit Arrangements

As of March 31, 2026, the Company, in partnership with the Issuing Banks and the Originating Bank Partner, had approximately $4.0 billion in unused credit available to spending businesses using the Company's BILL Divvy Card product and borrowers using the invoice financing product. While this balance represents the total unused credit available, historical trends and current expectations indicate that the unused credit will likely not be fully utilized by spending businesses using BILL Divvy Card product and borrowers using the invoice financing product at any one time.

The Company manages credit risk exposure by limiting total credit for each spending business using BILL Divvy Card product and borrowers using the invoice financing product. The Company periodically reviews credit lines to assess different factors, including account usage and creditworthiness of spending businesses using BILL Divvy Card product and borrowers using the invoice financing product. The credit lines can be terminated by the Company at any time, and they do not necessarily represent future cash requirements. The Company does not record a liability for expected credit losses for unused lines of credit as they are unconditionally cancellable.


									26

Table of Contents

Commitments

The Company has multi-year agreements with certain third parties and financial institution partners, expiring through 2031, which require the Company to pay fees over the term of the respective agreements. Future payments under these agreements as of March 31, 2026 are as follows (in thousands):


Fiscal years ending June 30:	Amount
Remainder of 2026	$	11,088
2027	47,390
2028	39,488
2029	11,923
2030	4,383
2031	246
Total	$	114,518

During the three and nine months ended March 31, 2026, there have been no material changes to the Company's non-cancelable operating leases from those disclosed in Note 14 to the financial statements in the 2025 10-K.

Litigation

From time to time, the Company is involved in lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. The Company records a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of each of March 31, 2026 and June 30, 2025, the Company’s reserve for litigation is immaterial. The Company reviews these provisions periodically and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable.

NOTE 12 – RESTRUCTURING

The Company is committed to undertaking measures to improve organizational agility and efficiency, while also seeking to drive greater profitability. On October 15, 2025, in furtherance of this commitment, the Company announced a reduction in force (RIF) impacting approximately 6% of employees. The Company incurred the majority of the charges relating to this RIF in the three months ended September 30, 2025. During the nine months ended March 31, 2026, the Company recorded $9.3 million of restructuring expenses related to the RIF, as a separate line item in the accompanying condensed consolidated statements of operations. As of March 31, 2026, the Company paid substantially all of the accrued amount, subject to local law and consultation requirements. Furthermore, in March 2026, the Company undertook an additional RIF and incurred approximately $5.0 million in restructuring charges, which are expected to be substantially paid by June 30, 2026.

In May 2026, the Company announced that its board of directors approved a plan to reduce its workforce by up to 30% (the Q4’26 RIF). The Company currently estimates that it will incur charges of approximately $30 million to $60 million in connection with the Q4’26 RIF, consisting primarily of cash expenditures for severance payments, employee benefits, and related costs as well as non-cash charges related to stock-based compensation expense. The Company expects that the majority of the restructuring charges will be incurred in the fourth quarter of fiscal 2026, and that the execution of the Q4’26 RIF will be substantially complete by the end of the first quarter of fiscal 2027. The Company’s estimates are subject to a number of assumptions, and the actual costs incurred may differ materially from those initial estimates.

The Company continues to consider actions to improve structural efficiencies and optimize operations in future periods.


									27

Table of Contents

NOTE 13 – NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except per share amounts):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025 (1)
Numerator:
Net income (loss) attributable to common stockholders
Basic	$	12,786	$	(11,589)	$	7,235	$	30,871
Gain on debt extinguishment	—		—		—		(39,984)
Amortization of debt issuance costs	958		—		—		—
Diluted	$	13,744	$	(11,589)	$	7,235	$	(9,113)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders
Basic	99,285		102,219		100,589		103,679
Effect of dilutive securities:
Convertible senior notes	11,721		—		—		460
Equity awards	1,671		—		1,720		—
Diluted	112,677		102,219		102,309		104,139
Net income (loss) per share attributable to common stockholders
Basic	$	0.13	$	(0.11)	$	0.07	$	0.30
Diluted	$	0.12	$	(0.11)	$	0.07	$	(0.09)

(1) For the three and nine months ended March 31, 2026 and nine months ended March 31, 2025, the dilutive effect of outstanding equity awards is reflected in diluted earnings per share by application of the treasury stock method and if-converted method.

Potentially dilutive securities, which were excluded from the diluted net income (loss) per share calculations because they would have been antidilutive were as follows (in thousands):


	Three Months Ended March 31,		Nine Months Ended March 31,
	2026	2025	2026	2025
Equity awards	6,972	10,112	7,316	8,996
Convertible senior notes	298	12,226	12,088	6,157
Total	7,270	22,338	19,404	15,153

Shares issuable under the Notes is subject to adjustment up to approximately 16.3 million shares if certain corporate events occur prior to the maturity date of the Notes or if the Company issues a notice of redemption. As of March 31, 2026, no conversion was triggered for the Notes.


									28

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this Quarterly Report on Form 10-Q includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year end is June 30, and our fiscal quarters end on September 30, December 31, and March 31.

Overview

BILL is the intelligent finance platform trusted by nearly half a million businesses and their accountants to manage, move, and maximize their money. BILL powers businesses ranging from fast-moving startups to growing companies with complex operations. We use artificial intelligence (AI) to deliver strategic finance capabilities in one integrated platform that includes accounts payable (AP), accounts receivable (AR), expenses, forecasting, procurement, and more. With more than 8 million network members, our platform's total payment volume represents approximately 1% of U.S. gross domestic product. Headquartered in San Jose, California, BILL is a trusted partner of leading U.S. financial institutions, accounting firms, and software providers.

Our platform creates seamless connections between our customers, their suppliers, and their clients. Businesses on our platform generate and process invoices, streamline approvals, make and receive payments, manage employee expenses, sync with their accounting system, foster collaboration, and manage their cash flow. We have built sophisticated integrations with popular software solutions, banks, card issuers, and payment processors, enabling our customers to access these mission-critical services quickly and easily. Our integrated platform also includes BILL Spend and Expense, our spend and expense management product, which provides a solution for businesses to have smart corporate cards, build and monitor budgets, manage payments, and eliminate the need for manual expense reports.

We efficiently reach SMBs through our proven direct and indirect go-to-market strategies. We acquire new businesses to use our solutions directly through digital marketing and inside sales, and indirectly through accounting firms, financial institution partnerships, and software providers. As of March 31, 2026, our partners included some of the most trusted brands in the financial services business, including more than 85 of the top 100 accounting firms and some of the largest financial institutions for SMBs in the United States (U.S.). As we add customers and partners, we expect our network to continue to grow organically.

We recently launched BILL AI, including our first suite of AI agents, which are designed to simplify and accelerate SMB workflows. Examples include W-9 filings, customer support and assistance, touchless transactions, automatic reconciliations and complex invoice coding. We have enhanced the capabilities of our Supplier Payments Plus product with expanded digital acceptance and greater control of preferences. In addition, we previously announced embed partnerships with Paychex, Oracle NetSuite, and Acumatica, which we expect will extend our platform's reach and offer new payment capabilities to our partners' users. Finally, we recently launched BILL Travel, our travel management offering, to empower our customers' employees to book trips and track expenses through our platform.

We have grown rapidly and scaled our business operations in recent periods. Our revenue was $406.6 million and $358.2 million during the three months ended March 31, 2026 and 2025, respectively, representing an increase of $48.3 million. Our revenue was $1,217.0 million and $1,079.2 million during the nine months ended March 31, 2026 and 2025, respectively, representing an increase of $137.8 million. We generated a net income of $12.8 million and a net loss of $11.6 million during the three months ended March 31, 2026 and 2025, respectively, and a net income of $7.2 million and $30.9 million during the nine months ended March 31, 2026 and 2025, respectively.


									29

Table of Contents

Macroeconomic and Other Factors

Current macroeconomic conditions and uncertainties, including volatility in interest rates and borrowing costs, inflation and currency exchange rates, the impact of the ongoing rapid development and adoption of new AI capabilities, the conflict in Iran and related supply chain disruptions, and recent changes in international trading relationships and U.S. and foreign tariff rates have impacted and could continue to impact our business and the SMBs we serve. SMBs are particularly susceptible to changes in overall economic and financial conditions, and certain SMBs may, in the event of adverse economic conditions or a recession or any inability to access financing, moderate their expenditures, shift to lower-cost methods of payment, or cease operations entirely. Reductions in interest rates by the U.S. Federal Reserve Bank may improve financial conditions for SMBs, but there can be no assurance of future rate cuts or any corresponding increase in economic activity. At the same time, such reductions in interest rates have the effect of reducing the interest on funds held for customers we generate. We intend to continue to monitor macroeconomic conditions closely and to take appropriate financial or operational actions in response to such conditions.

We are committed to undertaking measures to improve organizational agility and efficiency, while also seeking to drive greater profitability. In furtherance of this commitment, we have undertaken or announced several reductions in force (RIFs) in recent periods, including a RIF impacting approximately 6% of employees in October 2025, a smaller RIF in March 2026, and, in May 2026, we announced our intention to execute an additional RIF impacting up to 30% of our workforce. We continue to consider appropriate actions to improve structural efficiencies and optimize operations in future periods.

Any of these conditions or actions may have a negative impact on our future results of operations, liquidity, and financial condition. We are unable to predict the full impact that macroeconomic factors, banking sector dynamics, or ongoing global geopolitical conflicts will have on our future results of operations, liquidity, and financial condition due to numerous uncertainties, including government budget cuts and government shut downs, changes in central bank policies and interest rates, rates of inflation, the strength of the U.S. dollar, the related impact to our customers, spending businesses, subscribers, partners, and suppliers, and other factors described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Our Revenue Model

We generate revenue primarily from subscription and transaction fees.

Our subscription revenue is primarily based on a fixed monthly or annual rate per user or per customer account. Our transaction revenue consists of transaction fees, on a fixed or variable rate per transaction, and interchange fees. Transactions primarily include card payments, real-time payments, check payments, ACH payments, cross-border payments, pay-by-card, invoice financing, and creation of invoices. Much of our revenue comes from repeat transactions, which are an important contributor to our recurring revenue.

In addition, we generate revenue from interest on funds held for customers. When we process payment transactions, the funds flow through our bank accounts, resulting in a balance of funds held for customers. The balances may fluctuate based on volume and the type of payments processed. Interest is earned from interest-bearing deposit accounts, certificates of deposit, money market funds, corporate bonds, asset-backed securities, municipal bonds, commercial paper, U.S. treasury securities, and U.S. agency securities. We hold these funds from the day they are withdrawn from a payer’s account to the day the funds are credited to the receiver. This revenue can fluctuate depending on the amount of customer funds held, as well as our yield on customer funds invested, which is influenced by market interest rates and our investments.

Our Receivables Purchases and Servicing Model

We market our BILL Spend and Expense software and BILL Divvy Card, a charge card for business credit and expense management, to potential spending businesses and issue business-purpose charge cards through our card issuing partner banks (Issuing Banks). When a business applies for a BILL Divvy Card, we utilize, on behalf of the Issuing Bank, proprietary risk management capabilities to confirm the identity of the business, and perform a credit underwriting process to determine if the business is eligible for a BILL Divvy Card pursuant to our credit policies. Once approved for a BILL Divvy Card, the spending business is provided a


									30

Table of Contents

credit limit and can use the BILL Spend and Expense software to request virtual cards or physical cards, establish budgets, and manage spend.

The cards on our platform are issued by Cross River Bank, a Federal Deposit Insurance Corporation (FDIC)-insured New Jersey state chartered bank, and WEX Bank and WebBank, FDIC-insured Utah state chartered banks. Under our arrangements with the Issuing Banks, we must comply with their respective credit policies and underwriting procedures, and the Issuing Banks maintain ultimate authority to decide whether to issue a card or approve a transaction. We are responsible for all fraud and unauthorized use of a card and generally are required to hold the Issuing Bank harmless from such losses unless claims regarding fraud or unauthorized use are due to the sole gross negligence of the Issuing Bank.

When a spending business completes a purchase transaction, the payment to the supplier is made by the cards' Issuing Bank. Obligations incurred by the spending business in connection with their purchase transaction are reflected as receivables on the Issuing Bank's balance sheets from the BILL Divvy Card account for the spending business. The Issuing Bank then sells a 100% participation interest in the receivable to us. Pursuant to our agreements with the Issuing Banks, we are obligated to purchase the participation interests in all of the receivables originated through our platform, and our obligations are secured by cash deposits. When we purchase the participation interests, the purchase price is equal to the outstanding principal balance of the receivable.

In order to ensure we have the operational flexibility and liquidity to purchase the participation rights in the receivables, we maintain certain funding arrangements, including warehouse facilities. We typically fund some portion of these participation interest purchases by borrowing under our credit facilities, although most purchases are funded using corporate cash.

Key Business Metrics

We regularly review several metrics, including the key business metrics presented in the table below, to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. We periodically review and revise these metrics to reflect changes in our business.

We present our key business metrics on a consolidated basis, which we believe better reflects the performance of our consolidated business overall. Our key business metrics are defined following the table below and track our BILL AP/AR, BILL Spend and Expense, and Embedded Solutions and Other combined (as further defined below). The relevant metrics for each of BILL AP/AR, BILL Spend and Expense, and Embedded Solutions and Other are set forth in the footnotes to the table. The calculation of the key business metrics and other measures discussed below may differ from other similarly-titled metrics used by other companies, securities analysts, or investors.


	As of March 31,
	2026	2025	% Growth
Businesses using our solutions (1)	493,800	488,600	1	%


	Three Months Ended March 31,						Nine Months Ended March 31,
	2026		2025		% Growth		2026		2025		% Growth
Total Payment Volume (billions) (2)	$	88.7	$	79.4	12	%	$	273.1	$	243.7	12	%


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026	2025	% Growth		2026	2025
Transactions processed (millions) (3)	34.0	29.7	14	%	102.0	88.4	15	%


									31

Table of Contents

(1)As of March 31, 2026, the total number of BILL AP/AR customers was approximately 181,500; the total number of spending businesses that used our BILL Spend and Expense solution was approximately 45,600; and the total number of Embedded Solutions and Other customers was approximately 266,700.

(2)During the three months ended March 31, 2026, the Total Payment Volume (TPV) by BILL AP/AR customers was approximately $73.9 billion; the total card payment volume transacted by spending businesses that used BILL Divvy Cards was approximately $6.6 billion; and the TPV transacted by Embedded Solutions and Other customers was approximately $8.2 billion. During the nine months ended March 31, 2026, the TPV by BILL AP/AR customers was approximately $228.6 billion; the total card payment volume transacted by spending businesses that used BILL Divvy Cards was approximately $19.3 billion; and the TPV transacted by Embedded Solutions and Other customers was approximately $25.2 billion.

(3)During the three months ended March 31, 2026, the total number of transactions executed by BILL AP/AR customers was approximately 12.1 million; the total number of transactions executed by spending businesses that used BILL Divvy Cards was approximately 19.5 million; and the total number of transactions executed by Embedded Solutions and Other customers was approximately 2.4 million. During the nine months ended March 31, 2026, the total number of transactions executed by BILL AP/AR customers was approximately 37.4 million; the total number of transactions executed by spending businesses that used BILL Divvy Cards was approximately 58.1 million; and the total number of transactions executed by Embedded Solutions and Other customers was approximately 6.5 million.

Businesses Using Our Solutions

We define businesses using our solutions as the summation of: (A) businesses that use our core BILL accounts payable and receivable platform (BILL AP/AR), (B) spending businesses that use our BILL Spend and Expense product, and (C) businesses that access our solutions through our embedded partners' platforms and other indirect sales channels (including our financial institution partners), and Invoice2go subscribers (Embedded Solutions and Other). Businesses using more than one of our solutions are included separately in the total for each solution utilized; as of June 30, 2025, this included approximately 15,800 businesses. Businesses using our solutions during a trial period are not counted as new businesses using our solutions during that period. If an organization has multiple entities billed separately for the use of our solutions, each entity is counted as a business using our solutions. Businesses using our solutions exclude certain network members utilizing limited features of our platform, such as those that only receive payments. The number of businesses using our solutions in the table above represents the total number of businesses using our solutions at the end of each fiscal quarter.

Total Payment Volume

To grow revenue from businesses using our solutions, we must deliver a product experience that helps them automate their back-office financial operations. The more they use and rely upon our product offerings to automate their operations, the more transactions they process on our platform. This metric provides an important indication of the aggregate value of transactions that businesses using our solutions are completing on our platform and is an indicator of our ability to generate revenue from businesses using our solutions. We define TPV as the total value of transactions that we process on our platform during a particular period, comprising transactions from BILL AP/AR customers, BILL Divvy Card transactions, and transactions executed by Embedded Solutions and Other customers. Our calculation of TPV is presented gross of payments that may be subsequently reversed. Such reversals comprised less than 2% of TPV during each of the three and nine months ended March 31, 2026 and 2025.

Transactions Processed

We define transactions processed as the total number of payments initiated and processed through our platform during a particular period. Payment transactions include checks, ACH payments, card payments, Invoice2go subscriber transactions, real-time payments, pay by card, invoice financing, and cross-border payments.


									32

Table of Contents

Components of Results of Operations

Revenue

We generate revenue primarily from subscription and transaction fees.

Subscription fees are fixed at a monthly or annual rate per user or per customer account for the use of our platform to process transactions. Transaction fees are fees collected for each transaction processed, on either a fixed or variable fee basis. Transaction fees primarily include processing of payments in the form of checks, ACH, card payments, real-time payments, pay by card, invoice financing, cross-border payments, and the creation of invoices. Transaction fees also include interchange fees paid by suppliers accepting card payments. Fixed transaction fees are set at a fixed charge per payment transaction, while variable transaction fees are generally calculated based on a percentage of the dollar amount of the payment transaction.

Our contracts with SMB and accounting firm customers provide them with access to the functionality of our cloud-based payments platform to process transactions. These contracts are either monthly contracts paid in arrears or upfront, or annual arrangements paid up front. We charge our SMB and accounting firm customers subscription fees to access our platform either based on the number of users or per customer account and the level of service. We generally also charge these customers transaction fees based on transaction volume and the category of transaction. The contractual price for subscription and transaction services is based on either negotiated fees or the rates published on our website. Revenue recognized excludes amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities.

We enable our SMB and accounting firm customers to make virtual card payments to their suppliers. We also facilitate the extension of credit to spending businesses through the BILL Spend and Expense product in the form of BILL Divvy Cards. The spending businesses utilize the credit on BILL Divvy Cards as a means of payment for goods and services provided by their suppliers. Virtual card payments and BILL Divvy Cards are originated through agreements with the Issuing Banks. Our agreements with the Issuing Banks allow for card transactions on the Mastercard and Visa networks. For each virtual card and BILL Divvy Card transaction, suppliers are required to pay interchange fees to the issuer of the card. Based on our agreements with the Issuing Banks, we recognize the interchange fees as revenue gross or net of fees paid to the Issuing Banks based on our determination of whether we are the principal or the agent under the agreements.

We also enter into multi-year contracts with financial institution customers to provide them with access to our cloud-based payments platform. These contracts typically include fees for initial implementation services that are paid during the period the implementation services are provided as well as fees for subscription and transaction processing services, which are subject to guaranteed minimum fees that are paid over the contract term. These contracts enable the financial institutions to provide their customers with access to online bill pay services through the financial institutions’ online platforms. Implementation services are required up-front to establish an infrastructure that allows the financial institutions’ online platforms to communicate with our online platform. A financial institution’s customers cannot access online bill pay services until implementation is complete. The total consideration in these contracts varies based on the number of users and transactions to be processed.

In addition, we generate revenue from interest on funds held for customers. Interest on funds held for customers consists of the interest that we earn from customer funds while payment transactions are clearing. Interest is earned from interest-bearing deposit accounts, certificates of deposit, money market funds, corporate bonds, asset-backed securities, municipal bonds, commercial paper, U.S. treasury securities, and U.S. agency securities, until those payments are cleared and credited to the intended recipient.

Service Costs and Expenses

Service costs – Service costs consist primarily of costs that are directly attributed to processing customers’ and spending businesses' transactions (such as the cost of printing checks, postage for mailing checks, fees associated with the issuance and processing of card transactions, net of card network incentives, and fees for processing payments), personnel-related costs, including stock-based compensation expenses, for our customer success and payment operations teams, outsourced support services for our customer success team, direct and amortized costs for implementing and integrating our cloud-based platform with our customers’ systems, and cloud payments infrastructure costs. We expect that service costs will increase in absolute dollars,


									33

Table of Contents

but may fluctuate as a percentage of revenue from period to period, as we continue to invest in growing our business and based on whether or not we are the principal or the agent under arrangements with third parties.

Research and development (R&D) – R&D expenses consist primarily of personnel-related expenses, including stock-based compensation expenses, for our R&D teams, incurred in developing new products or enhancing existing products, and allocated overhead costs. We expense a substantial portion of R&D expenses as incurred. We believe that delivering new and enhanced functionality is critical to attract new customers and expand our relationship with existing customers. We expect to continue to make investments in and expand our offerings to enhance our customers’ experience and satisfaction, and to attract new customers. We expect our R&D expenses to increase in absolute dollars, but they may fluctuate as a percentage of revenue from period to period as we expand our R&D team to develop new products and product enhancements, including continued investments in our AI tools and offerings, such as AI agents. We capitalize certain internal-use software development costs that are attributable to developing new products and adding incremental functionality to our platform and amortize such costs into service costs over the estimated life of the new product or incremental functionality, which is generally three years.

Sales and marketing – Sales and marketing expenses consist primarily of rewards expense in connection with our card rewards programs, personnel-related expenses, including stock-based compensation expenses, for our sales and marketing teams, sales commissions, marketing program expenses, travel-related expenses, and costs to market and promote our platform through advertisements, marketing events, partnership arrangements, direct customer acquisition, and allocated overhead costs. Sales commissions that are incremental to obtaining new customer contracts are deferred and amortized ratably over the estimated period of our relationship with new customers.

We focus our sales and marketing efforts on generating awareness of our company, platform, and products, creating sales leads, and establishing and promoting our brand. We plan to continue investing in sales and marketing efforts by driving our go-to-market strategies, building our brand awareness, and sponsoring additional marketing events; however, we will adjust our sales and marketing spend level as needed, as the spend may fluctuate from period to period, in response to changes in the economic environment.

General and administrative – General and administrative expenses consist primarily of personnel-related expenses, including stock-based compensation expenses, for finance, corporate business operations, risk management, legal and compliance, human resources, and information technology functions, costs incurred for external professional services, losses from fraud, and allocated overhead costs. We expect to incur additional general and administrative expenses as we explore various growth initiatives, which include incurring higher costs for professional services. We also expect to increase the size of our general and administrative functions to support the growth in our business. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of revenue from period to period.

Provision for expected credit losses – Provision for expected credit losses represents the amount of expense required to maintain the allowance for expected credit losses on our consolidated balance sheets, which represents management’s estimate of expected credit losses. In the event that our receivables outperform expectation and/or we reduce our expectation of credit losses in future periods, we may release reserves and thereby reduce the provision for expected credit losses. The provision is determined based on our estimate of expected credit losses on acquired card receivables, loans held for investment and accounts receivable on our balance sheets, changes in our estimate of expected credit losses on receivables outstanding and loans held for investment as of the end of the period and the net charge-offs incurred in the period.

Depreciation and amortization – Depreciation and amortization consists of depreciation and amortization of property and equipment, and amortization of acquired intangibles, such as developed technology, and customer relationship. Amortization of capitalized internal-use software costs paid in cash is excluded.

Restructuring – Restructuring costs consist primarily of employee severance and other employment termination benefits related to the RIFs. Additionally, these costs may include contract termination expenses and other costs related to the execution of our efforts to improve organizational agility and efficiency, while also seeking to drive greater profitability. Refer to Note 12 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.


									34

Table of Contents

Other income, net – Other income, net consist primarily of interest income on our corporate funds, gain on debt extinguishment and interest expense on our borrowings (including amortization of debt discount and issuance costs).

Provision for income taxes – Income tax expense consist of U.S. federal, state and foreign income taxes. We maintain a full valuation allowance against our U.S. federal, state and Australian net deferred tax assets as we have concluded that it is more likely than not that we will not realize our net deferred tax assets.

Results of Operations

The following table sets forth our results of operations together with the dollar and percentage change for the periods presented (amounts in thousands):


	Three Months Ended March 31,				Change				Nine Months Ended March 31,				Change
	2026		2025		$		%		2026		2025		$		%
Revenue
Subscription and transaction fees (1)	$	371,134	$	320,298	$	50,836	16	%	$	1,104,267	$	954,857	$	149,410	16	%
Interest on funds held for customers	35,429		37,919		(2,490)		(7)	%	112,707		124,364		(11,657)		(9)	%
Total revenue	406,563		358,217		48,346		13	%	1,216,974		1,079,221		137,753		13	%
Cost of revenue
Service costs (1)	62,726		56,733		5,993		11	%	197,983		166,633		31,350		19	%
Depreciation and amortization (2)	11,982		10,479		1,503		14	%	37,317		31,882		5,435		17	%
Total cost of revenue	74,708		67,212		7,496		11	%	235,300		198,515		36,785		19	%
Gross profit	331,855		291,005		40,850		14	%	981,674		880,706		100,968		11	%
Operating expenses
Research and development (1)	74,385		86,540		(12,155)		(14)	%	237,480		250,009		(12,529)		(5)	%
Sales and marketing (1)	153,226		136,758		16,468		12	%	457,880		395,614		62,266		16	%
General and administrative (1)	72,286		73,851		(1,565)		(2)	%	228,700		211,744		16,956		8	%
Provision for expected credit losses	18,834		14,945		3,889		26	%	57,554		56,964		590		1	%
Depreciation and amortization (2)	8,479		7,857		622		8	%	24,929		24,728		201		1	%
Restructuring	5,044		—		5,044		100	%	14,326		—		14,326		100	%
Total operating expenses	332,254		319,951		12,303		4	%	1,020,869		939,059		81,810		9	%
Operating loss	(399)		(28,946)		28,547		(99)	%	(39,195)		(58,353)		19,158		(33)	%
Other income, net	15,174		18,650		(3,476)		(19)	%	49,091		91,831		(42,740)		(47)	%
Income (loss) before provision for income taxes	14,775		(10,296)		25,071		(244)	%	9,896		33,478		(23,582)		(70)	%
Provision for income taxes	1,989		1,293		696		54	%	2,661		2,607		54		2	%
Net income (loss)	$	12,786	$	(11,589)	$	24,375	(210)	%	$	7,235	$	30,871	$	(23,636)	(77)	%

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


									35

Table of Contents


	Three Months Ended March 31,				Change				Nine Months Ended March 31,				Change
	2026		2025		$		%		2026		2025		$		%
Revenue - subscription and transaction fees	$	600	$	562	$	38	7	%	$	1,842	$	1,697	$	145	9	%
Cost of revenue - service costs	2,082		2,414		(332)		(14)	%	6,675		7,147		(472)		(7)	%
Research and development	24,202		27,362		(3,160)		(12)	%	79,264		80,265		(1,001)		(1)	%
Sales and marketing	8,358		9,507		(1,149)		(12)	%	28,003		30,781		(2,778)		(9)	%
General and administrative	17,819		22,384		(4,565)		(20)	%	60,308		62,881		(2,573)		(4)	%
Restructuring	876		—		876		100	%	906		—		906		100	%
Total stock-based compensation	$	53,937	$	62,229	$	(8,292)	(13)	%	$	176,998	$	182,771	$	(5,773)	(3)	%

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

The following table sets forth the components of our consolidated statements of operations for the periods presented as a percentage of revenue:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Revenue
Subscription and transaction fees	91	%	89	%	91	%	88	%
Interest on funds held for customers	9	%	11	%	9	%	12	%
Total revenue	100	%	100	%	100	%	100	%
Cost of revenue
Service costs	15	%	16	%	16	%	15	%
Depreciation and amortization	3	%	3	%	3	%	3	%
Total cost of revenue	18	%	19	%	19	%	18	%
Gross profit	82	%	81	%	81	%	82	%
Operating expenses
Research and development	18	%	24	%	20	%	22	%
Sales and marketing	38	%	38	%	37	%	37	%
General and administrative	18	%	21	%	19	%	20	%
Provision for expected credit losses	5	%	4	%	5	%	5	%
Depreciation and amortization	2	%	2	%	2	%	2	%
Restructuring	1	%	—	%	1	%	—	%
Total operating expenses	82	%	89	%	84	%	86	%
Operating loss	—	%	(8)	%	(3)	%	(5)	%
Other income, net	4	%	5	%	4	%	8	%
Income (loss) before provision for income taxes	4	%	(3)	%	1	%	3	%
Provision for income taxes	0	%	0	%	—	%	—	%
Net income (loss)	4	%	(3)	%	1	%	3	%


									36

Table of Contents

Comparison of the three and nine months ended March 31, 2026 and 2025

Revenue

The following table sets forth our revenue during the three and nine months ended March 31, 2026 and 2025, respectively (amounts in thousands):


	Three Months Ended March 31,				Change				Nine Months Ended March 31,				Change
	2026		2025		Amount		%		2026		2025		Amount		%
BILL AP/AR	$	60,950	$	55,236	$	5,714	10	%	$	174,697	$	162,845	$	11,852	7	%
Embedded Solutions and Other	13,544		12,946		598		5	%	42,686		40,472		2,214		5	%
Subscription fees	74,494		68,182		6,312		9	%	217,383		203,317		14,066		7	%
BILL AP/AR	122,273		108,540		13,733		13	%	372,992		330,060		42,932		13	%
BILL Spend and Expense	167,227		137,908		29,319		21	%	490,990		404,366		86,624		21	%
Embedded Solutions and Other	7,140		5,668		1,472		26	%	22,902		17,114		5,788		34	%
Transaction fees	296,640		252,116		44,524		18	%	886,884		751,540		135,344		18	%
Total subscription and transaction fees	371,134		320,298		50,836		16	%	1,104,267		954,857		149,410		16	%
Interest on funds held for customers	35,429		37,919		(2,490)		(7)	%	112,707		124,364		(11,657)		(9)	%
Total revenue	$	406,563	$	358,217	$	48,346	13	%	$	1,216,974	$	1,079,221	$	137,753	13	%

Total revenue increased by $48.3 million and $137.8 million during the three and nine months ended March 31, 2026, respectively, as compared to the prior year period, primarily due to:

•a $44.5 million and $135.3 million increase, respectively, in transaction fees primarily due to increased total payment volume driven by the increase in customer adoption of our products; and

•a $6.3 million and $14.1 million increase, respectively, in subscription fees primarily due to an increase in customers as compared to the same prior year period; partially offset by

•a $2.5 million and $11.7 million decrease, respectively, in interest on funds held for customers primarily due to lower yield driven by the decrease in interest rates.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the three and nine months ended March 31, 2026 and 2025, respectively, were as follows (amounts in thousands):


	Three Months Ended March 31,						Change				Nine Months Ended March 31, 2026						Change
	2026			2025			Amount		%		2026			2025			Amount		%
Cost of revenue:
Service costs	$	62,726		$	56,733		$	5,993	11	%	$	197,983		$	166,633		$	31,350	19	%
Depreciation and amortization (1)	11,982			10,479			1,503		14	%	37,317			31,882			5,435		17	%
Total cost of revenue	74,708			67,212			7,496		11	%	235,300			198,515			36,785		19	%
Gross profit	$	331,855		$	291,005		$	40,850	14	%	$	981,674		$	880,706		$	100,968	11	%
Gross margin	81.6		%	81.2		%					80.7		%	81.6		%

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


									37

Table of Contents

Service costs increased by $6.0 million and $31.4 million during the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods, primarily due to:

•a $3.8 million and $18.4 million increase, respectively, in direct costs associated with the processing of our customers' payment transactions and data hosting services, which were driven by the increase in customer adoption of our products; and

•a $4.0 million and $15.9 million increase, respectively, in other costs, primarily from a $3.6 million and $12.5 million increase, respectively, in amortization of capitalized internal-use software costs and a $1.2 million and $3.0 million increase, respectively, in software licenses and subscriptions; partially offset by

•a $1.8 million and $3.0 million decrease, respectively, in personnel-related costs, including stock-based compensation expense, primarily driven by our RIFs executed during the current fiscal year.

Gross margin increased to 81.6% during the three months ended March 31, 2026 as compared to 81.2% for the prior year period primarily due to lower personnel-related costs, including stock-based compensation expense. Gross margin decreased to 80.7% during the nine months ended March 31, 2026 as compared to 81.6% for the prior year period primarily due to a higher amortization of capitalized internal-use software costs paid in cash, partially offset by lower personnel-related costs, including stock-based compensation expense.

Research and Development Expenses

Research and development expenses decreased by $12.2 million during the three months ended March 31, 2026 as compared to the prior year period, primarily due to:

•a $10.9 million decrease due to a higher number of initiatives subject to capitalization of internal-use software costs; and

•a $2.7 million decrease in personnel-related expense, including stock-based compensation expense, primarily driven by the decrease from our RIFs executed during the current fiscal year; partially offset by

•a $1.1 million increase in other costs, primarily from higher software licenses and subscriptions and an increase in shared overhead.

Research and development expenses decreased $12.5 million during the nine months ended March 31, 2026 as compared to the prior year period, primarily due to:

•a $28.5 million decrease due to a higher number of initiatives subject to capitalization of internal-use software costs; partially offset by

•a $11.6 million increase in personnel-related expense, including stock-based compensation expense, driven by an increase in headcount and merit increase, partially offset by a decrease from our RIFs executed during the current fiscal year; and

•a $2.8 million increase in other costs, primarily from a $1.9 million increase in software licenses and subscriptions and a $0.9 million increase in shared overhead.

Our research and development expenses decreased to 18% and 20% as a percentage of revenue during the three and nine months ended March 31, 2026, respectively, as compared to 24% and 22% for the prior year periods, driven by the revenue growth and a higher number of initiatives subject to capitalization of internal-use software costs.


									38

Table of Contents

Sales and Marketing Expenses

Sales and marketing expenses increased by $16.5 million during the three months ended March 31, 2026 as compared to the prior year period, primarily due to the following:

•a $16.9 million increase in rewards expense in connection with our BILL Divvy Cards as a result of increased transaction volume. Rewards expense increased to 51% as a percentage of revenue from spend and expense interchange fees from 50% during the prior year period, primarily due to higher reward rates; partially offset by

•a $2.4 million decrease in personnel-related expense, including stock-based compensation expense, driven by the decrease from our RIFs executed during the current fiscal year.

Sales and marketing expenses increased by $62.3 million during the nine months ended March 31, 2026 as compared to the prior year period, primarily due to the following:

•a $58.4 million increase in rewards expense in connection with our BILL Divvy Cards as a result of increased transaction volume. Rewards expense increased to 51% as a percentage of revenue from spend and expense interchange fees from 48% during the prior year period, primarily due to higher reward rates;

•a $3.5 million increase in personnel-related expense driven by a higher average headcount and merit increase, partially offset by our RIFs executed during the current fiscal year; and

•a $2.1 million increase in advertising spend, including various marketing initiatives and activities to promote our products and services; partially offset by

•a $2.8 million decrease in stock-based compensation expense, primarily driven by our RIFs executed during the current fiscal year.

Our sales and marketing expenses remained flat at 38% and 37% as a percentage of revenue during the each of the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods.

General and Administrative Expenses

General and administrative expenses decreased by $1.6 million during the three months ended March 31, 2026 as compared to the prior year period, primarily due to the following:

•a $5.5 million decrease in personnel-related expense, including stock-based compensation expense, driven by the RIFs executed during the current fiscal year; partially offset by

•a $2.2 million increase in other expenses, primarily from higher amortization of capitalized internal-use software expense paid in cash and software license and subscriptions.

General and administrative expenses increased by $17.0 million during the nine months ended March 31, 2026 as compared to the prior year period, primarily due to the following:

•a $9.1 million increase in consulting fees for outside services, including fees related to shareholders' activism;

•a $3.2 million increase in losses from fraud driven by the increase in the volume of transactions processed during the current period; and

•a $3.6 million increase in other expenses, primarily from higher amortization of capitalized internal-use software expense and software license and subscription.


									39

Table of Contents

Our general and administrative expenses decreased to 18% and 19% as a percentage of our total revenue during the three and nine months ended March 31, 2026, respectively, as compared to 21% and 20% for the prior year periods, primarily due to revenue growth.

Provision for Expected Credit Losses

Provision for expected credit losses increased by $3.9 million and $0.6 million during the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods.

Provision for expected credit losses from acquired card receivables increased by $3.5 million and $9.9 million during the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods, primarily due to portfolio growth, an increase in delinquencies and a release of $5.7 million of the allowance for expected credit losses during the three months ended March 31, 2025 as a result of refinements to the credit loss methodology during that period.

Provision for expected credit losses from loans held for investment decreased during the nine months ended March 31, 2026 as compared to the prior year period, primarily due to improvement in the delinquency performance of loans held for investment, a decrease to estimated loss rates in the current period and an increase to estimated loss rates during the prior year periods, which were partially offset by portfolio growth.

Depreciation and Amortization

Depreciation and amortization increased by $2.1 million and $5.6 million during the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods, primarily due to higher amortization of capitalized internal-use software costs during the periods.

Restructuring

Restructuring increased by $5.0 million and $14.3 million during the three and nine months ended March 31, 2026, respectively, due to the RIFs undertaken during the current fiscal year. Refer to Note 12 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Other Income, Net

Other income, net decreased by $3.5 million during the three months ended March 31, 2026, as compared to the prior year period, primarily due to a decrease in interest income of $1.8 million resulting from lower yield driven by the decrease in interest rates.

Other income, net decreased by $42.7 million during the nine months ended March 31, 2026, as compared to the prior year period, primarily due to the following:

•a $40.6 million decrease due to a gain on debt extinguishment recognized in prior year periods resulting from the partial repurchase of our 2025 Notes and 2027 Notes (each as defined in Liquidity and Capital Resources below);

•a $5.4 million decrease due to interest expense from the new 2025 Credit Facility (as defined in Liquidity and Capital Resources below); partially offset by

•a $4.0 million increase in interest income, primarily due to a higher average balance of corporate funds, partially offset by lower yield driven by the decrease in interest rates.

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different from similarly-titled measures used by other companies, are


									40

Table of Contents

presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP metrics to help investors understand our financial performance from management's perspective. We believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. We also periodically review our non-GAAP financial measures and may revise these measures to reflect changes in our business or otherwise.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit as gross profit minus depreciation and amortization, and stock-based compensation and related payroll taxes charged to cost of revenue. Non-GAAP gross margin is defined as non-GAAP gross profit, divided by total revenue. We believe non-GAAP gross profit and non-GAAP gross margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations. The following table shows a reconciliation of our non-GAAP gross profit and non-GAAP gross margin to our gross profit and gross margin for the periods presented (amounts in thousands):


	Three Months Ended March 31,						Nine Months Ended March 31, 2026
	2026			2025			2026			2025
Revenue	$	406,563		$	358,217		$	1,216,974		$	1,079,221
Gross profit	331,855			291,005			981,674			880,706
Add:
Depreciation and amortization (1)	11,982			10,479			37,317			31,882
Stock-based compensation and related payroll taxes charged to cost of revenue	2,193			2,530			6,896			7,367
Non-GAAP gross profit	$	346,030		$	304,014		$	1,025,887		$	919,955
Gross margin	81.6		%	81.2		%	80.7		%	81.6		%
Non-GAAP gross margin	85.1		%	84.9		%	84.3		%	85.2		%

Free Cash Flow

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


									41

Table of Contents

provides a reconciliation of our free cash flow to net cash provided by operating activities for the periods presented (in thousands):


	Nine Months Ended March 31,
	2026		2025
Net cash provided by operating activities	$	304,846	$	266,828
Purchases of property and equipment	(2,959)		(1,546)
Capitalization of internal-use software costs	(43,760)		(21,219)
Free cash flow	$	258,127	$	244,063

Liquidity and Capital Resources

As of March 31, 2026, our principal sources of liquidity were our cash and cash equivalents of $1.0 billion, our available-for-sale short-term investments of $1.2 billion, and our available undrawn Revolving Credit Facilities (as defined below) of $270.0 million. Our cash equivalents are comprised primarily of money market funds, certificates of deposit, and investments in debt securities with original maturities of three months or less at the time of purchase. Our short-term investments are comprised primarily of available-for-sale investments in corporate bonds, certificates of deposit, asset-backed securities, municipal bonds, and U.S. treasury securities with original maturities of more than three months. Our corporate deposits held at large multinational financial institutions and U.S. national or regional banks, may at times exceed federally insured limits. We monitor the financial strength of the financial institutions with which we do business to ensure they are financially sound and present minimal credit risk. We further believe the associated risk of concentration for our investments is mitigated by holding a diversified portfolio of highly rated investments consisting of the money market funds and short-term debt securities described above. We have a total borrowing capacity of $600.0 million from our Revolving Credit Facilities, and have drawn $330.0 million as of March 31, 2026. Our principal uses of cash are funding our operations and other working capital requirements, including the contractual and other obligations discussed below.

We believe that our cash, cash equivalents, and short-term investments will be sufficient to meet our working capital requirements for at least the next 12 months. In the future, we may attempt to raise additional capital through the sale of equity securities or through additional equity-linked or debt financing arrangements to fund future operations or obligations, including the repayment of outstanding convertible senior notes. We may also seek to raise additional capital from these offerings or financings on an opportunistic basis when we believe there are suitable opportunities for doing so. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by incurring additional indebtedness, we may be subject to increased fixed payment obligations and could also be subject to additional restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may have terms that could be unfavorable to equity investors. There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives.

On December 1, 2025, we settled the remaining $33.5 million aggregate principal amount of the 2025 Notes in cash.

As of March 31, 2026, our principal commitments to settle our contractual obligations consisted of our 2027 Notes, 2030 Notes (as defined below), and outstanding borrowings from our Revolving Credit Facilities as further discussed below. For additional discussion about our Notes and Revolving Credit Facilities, refer to Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, we have minimum commitments under our noncancellable operating lease agreements and agreements with certain vendors. There have been no material changes to our contractual obligations or litigation from those disclosed in Note 14 to the financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (2025 10-K), except for commitments disclosed in Note 11 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.


									42

Table of Contents

In August 2025, our board of directors authorized an additional share repurchase program pursuant to which we announced our intention to purchase up to $300.0 million of our outstanding shares of common stock (the August 2025 Share Repurchase Program). For additional discussion about our share repurchase program activity during the period and shares available for future repurchases, refer to Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In April 2026, our board of directors authorized the repurchase of up to $1.0 billion in shares of our outstanding common stock, which authorization includes unused amounts under the August 2025 Share Repurchase Program (the 2026 Share Repurchase Authorization). Pursuant to this authorization, we may repurchase such shares from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. This authorization has a term of 24 months, may be suspended, discontinued or modified at any time, and does not obligate us to acquire any amount of common stock.

For additional discussion about our share repurchase program activity during the period and shares available for future repurchases, refer to Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Depending on market conditions, our liquidity requirements, contractual restrictions, and other factors, we may consider initiating additional share repurchase programs or repurchasing additional Notes.

Cash Flows

Below is a summary of our consolidated cash flows for the periods presented (in thousands):


	Nine Months Ended March 31,
	2026		2025
Net cash provided by (used in):
Operating activities	$	304,846	$	266,828
Investing activities	$	(273,135)	$	(773,801)
Financing activities	$	(221,478)	$	326,905

Net Cash Provided by Operating Activities

Our primary source of cash provided by our operating activities is our revenue from subscription and transaction fees. Our subscription revenue is primarily based on a fixed monthly or annual rate per user or per customer account. Our transaction revenue is comprised of transaction fees on a fixed or variable rate per type of transaction. We also generate cash from the interest earned on both corporate funds and funds held in trust on behalf of customers. Our primary uses of cash in our operating activities include payments for employees' salaries and related costs, payments to third parties to fulfill our payment transactions, payments to sales and marketing partners, payments for card rewards expenses, and other general corporate expenditures.

Net cash provided by operating activities increased to $304.8 million during the nine months ended March 31, 2026, from $266.8 million during the prior year period. The net change was primarily driven by higher subscription and transaction revenue, partially offset by increased operating expenditures and a non-recurring restructuring charge incurred during the current period.

Net Cash Used in Investing Activities

Our cash usage for our investing activities consists primarily of purchases of corporate and customer fund available-for-sale investments, purchases of loans held for investment, and capitalization of internal-use software. Our cash proceeds from our investing activities consist primarily of proceeds from the maturities and sale of corporate and customer fund available-for-sale investments and repayments of loans held for


									43

Table of Contents

investment. Additionally, the increase or decrease in our net cash from investing activities is impacted by the net change in acquired card receivables.

Our net cash used in investing activities was $273.1 million during the nine months ended March 31, 2026, compared to net cash used of $773.8 million during the prior year period. The net change was primarily due to the decrease in purchases of corporate and customer short-term investments and net increase in loans held for investment, partially offset by a decrease in proceeds from maturities of corporate and customer short-term investments and an increase in capitalization of internal-use software costs.

Net Cash Used in Financing Activities

Our cash usage for our financing activities consists primarily of repurchases of shares of common stock and repayments of convertible senior notes. Our cash proceeds from our financing activities consist primarily of proceeds from line of credit borrowings. Additionally, the increase or decrease in our net cash from financing activities is impacted by the change in customer fund deposits liability and prepaid card deposits.

Our net cash used in financing activities was $221.5 million during the nine months ended March 31, 2026, compared to net cash provided of $326.9 million during the prior year period. The decrease was primarily due to the absence of proceeds from issuance of convertible senior notes, an increase in tax withholdings related to net share settlements of equity awards, a net decrease in prepaid card deposits and a decrease in customer fund deposits, partially offset by a decrease in payments for the repurchase and settlement of convertible senior notes, a decrease in the repurchase of shares of common stock and proceeds from line of credit borrowings, and the absence of capped calls purchases.

2030 Notes

On December 6, 2024, we issued $1.4 billion in aggregate principal amount of our 0% convertible senior notes due on April 1, 2030. The 2030 Notes are senior, unsecured obligations, and will not accrue interest unless we determine to pay special interest, and are convertible on or after January 1, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date on April 1, 2030. The 2030 Notes are convertible by the holders at their option during any calendar quarter after December 31, 2024 under certain circumstances, including if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the $119.45 per share initial conversion price. If the note holders exercise their right to convert, our current intent is to settle such conversion through a combination settlement involving a repayment of the principal portion in cash and the balance in shares of common stock.

2027 Notes

On September 24, 2021, we issued $575.0 million in aggregate principal amount of our 0% convertible senior notes due on April 1, 2027 (the 2027 Notes). The 2027 Notes are senior, unsecured obligations, will not accrue interest unless we determine to pay special interest, and are convertible on or after January 1, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date on April 1, 2027. The 2027 Notes are convertible by the holders at their option during any calendar quarter after December 31, 2021 under certain circumstances, including if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the $414.80 per share initial conversion price. If the note holders exercise their right to convert, our current intent is to settle such conversion through a combination settlement involving a repayment of the principal portion in cash and the balance in shares of common stock.

In December 2024, in connection with the issuance of our 2030 Notes, we entered into privately negotiated transactions with certain holders of our 2027 Notes to repurchase $451.5 million aggregate principal amount of our 2027 Notes for an aggregate cash repurchase price of $408.6 million, inclusive of transaction costs. Following the repurchases, we cancelled the repurchased 2027 Notes and, after such cancellation, $123.5 million aggregate principal amount of 2027 Notes remains outstanding. For additional discussion about


									44

Table of Contents

our 2027 Notes and the capped call transactions, refer to Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

2025 Notes

On November 30, 2020, we issued $1.15 billion in aggregate principal amount of our 0% convertible senior notes due on December 1, 2025 (the 2025 Notes). The 2025 Notes are senior, unsecured obligations, will not accrue interest unless we determine to pay special interest, and are convertible on or after September 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date on December 1, 2025.

In December 2024, in connection with the issuance of our 2030 Notes, we entered into privately negotiated transactions with certain holders of our 2025 Notes to repurchase $133.9 million aggregate principal amount of our 2025 Notes for an aggregate cash repurchase price of $130.8 million, inclusive of transaction costs. In addition, in fiscal 2025, we entered into privately negotiated transactions with certain holders of our 2025 Notes to repurchase $982.7 million aggregate principal amount of our 2025 Notes for an aggregate cash repurchase price of $932.6 million, inclusive of transaction costs.

On December 1, 2025, we settled the remaining $33.5 million aggregate principal amount of the 2025 Notes in cash. For additional discussion about our 2025 Notes and the capped call transactions, refer to Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Revolving Credit Facilities

2021 Credit Facility

We have a total borrowing capacity of $300.0 million pursuant to our Revolving Credit and Security Agreement, by and between our subsidiary, Divvy Peach, LLC, Goldman Sachs Bank USA and the lenders party thereto (as amended to date, the 2021 Credit Facility), of which we borrowed $180.0 million as of March 31, 2026. Revolving loans under the 2021 Credit Facility bear interest at a rate per annum determined by reference to the applicable three-month secured overnight financing rate or a base rate, plus an applicable margin of 1.95%. Obligations under the 2021 Credit Facility are secured by receivables generated by our BILL Divvy Card and certain related collateral, and subject to a limited guarantee by BILL Holdings, Inc. The 2021 Credit Facility matures in May 2028. We have amended our 2021 Credit Facility from time to time, most recently in October 2025, as further discussed under Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

2025 Credit Facility

We have a total borrowing capacity of $300.0 million pursuant to our Revolving Credit and Security Agreement, by and between our subsidiary, Odin Financing, LLC, JPMorgan Chase Bank, N.A. and the lenders party thereto (the 2025 Credit Facility, and together with the 2021 Credit Facility, the Revolving Credit Facilities), of which we borrowed $150.0 million as of March 31, 2026. Revolving loans under the 2025 Credit Facility bear interest at a rate per annum determined by reference to the applicable one-month secured overnight financing rate or a base rate, plus an applicable margin of 1.80%. Obligations under the 2025 Credit Facility are secured by receivables generated by our BILL Divvy Card and certain related collateral, and subject to a limited guarantee by BILL Holdings, Inc. The 2025 Credit Facility matures in November 2027.

Off-Balance Sheet Arrangements

We are contractually obligated to purchase all card receivables from U.S. based Issuing Banks including authorized transactions that have not cleared. The transactions that have been authorized but not cleared totaled $69.1 million as of March 31, 2026 and have not been recorded on our condensed consolidated balance sheets. We have off-balance sheet credit exposures with these authorized but not cleared transactions; however, our expected credit losses with respect to these transactions were not material as of March 31, 2026.

Other than our expected credit loss exposure on the card transactions that have not cleared, we had no other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material


									45

Table of Contents

effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources as of March 31, 2026.

As of March 31, 2026 we, in partnership with the Issuing Banks and the Originating Bank Partner, had approximately $4.0 billion in unused credit available to spending businesses using BILL Divvy Card product and borrowers using our invoice financing product. While this balance represents the total unused credit available, historical trends and current expectations indicate that the unused credit will likely not be fully utilized by spending businesses using BILL Divvy Card product and borrowers using our invoice financing product at any one time.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated, and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We continually evaluate our current and estimated future financial results, macroeconomic environment and industry-specific conditions, which are subject to many uncertainties, including the impact of government budget cuts, government shut downs and tariffs, volatility related to changes in rates of inflation, interest rates, and the strength of the U.S. dollar, and the potential for a slowing economy. These conditions, if sustained or exacerbated, could negatively impact the estimated fair value of our single reporting unit, and we may be required to perform a quantitative goodwill impairment test in a future period, which could result in a non-cash impairment charge. For more information, see “Notes to Condensed Consolidated Financial Statements–Note 1–The Company and its Significant Accounting Policies” in this Quarterly Report on Form 10-Q and “Notes to Consolidated Financial Statements–Note 1–The Company and its Significant Accounting Policies” in the 2025 10-K.

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2025 10-K, except as noted below:

Deferred Tax Valuation Allowance

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss, capital loss, and tax credit carryforwards. We evaluate the realizability of our deferred tax assets on a quarterly basis to determine whether a valuation allowance is necessary and reduce such assets to the amount that is more likely than not to be realized. This evaluation requires significant judgment and involves the consideration of all available positive and negative evidence, primarily our profitability in future periods and ongoing prudent and feasible tax planning strategies.

Given our recent results and expected future results, sufficient positive evidence may exist in a future period to support the conclusion that all or a portion of the valuation allowance will no longer be required. The release would result in the recognition of material federal and state deferred tax assets and a corresponding decrease to income tax expense and the effective tax rate in the period the release is recorded. The timing and amount of the valuation allowance release could vary based on our assessment of all available evidence.

Recent Accounting Pronouncements

See “The Company and its Significant Accounting Policies” in Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.


									46

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our overall investment portfolio is comprised of corporate investments and funds held for customers. Our corporate investments are comprised of cash and cash equivalents and investment-grade fixed income marketable securities. These assets are available for corporate operating purposes with maturities of up to 37 months from the date of purchase based on the effective maturity date. The funds held for customers are invested with safety of principal as the primary objective. As secondary objectives, we seek to provide liquidity and diversification and maximize interest income. The funds held for customers are invested in money market funds that maintain a constant net asset value, other cash equivalents, and highly liquid, investment-grade fixed income marketable securities, with maturities of up to 37 months from the time of purchase based on the effective maturity date. Certain types of investments may have effective maturity dates different from contractual maturity dates. Our investment policy governs the types of investments we make. We classify all of our investments in marketable securities as available-for-sale.

As part of our customer funds investment strategy, we use funds collected daily from our customers to satisfy the obligations of other unrelated customers, rather than liquidating investments purchased with previously collected funds. There is risk that we may not be able to satisfy customer obligations in full or on time due to insufficient liquidity or due to a decline in value of our investments. However, the liquidity risk is minimized because we typically collect the customer’s funds in advance of the payment obligation and by maintaining certain investments in bank deposits and constant net asset value money market funds that allow for same-day liquidity. The risk of a decline in investment value is minimized by our restrictive investment policy allowing for only short-term, high quality fixed income marketable securities. We also maintain other sources of liquidity including our corporate cash balances.

Interest Rate and Credit Risk

We are exposed to interest rate risk relating to our investments of corporate cash and funds held for customers that we process through our bank accounts. Our corporate investment portfolio consists principally of interest-bearing bank deposits, money market funds, certificates of deposit, commercial paper, other corporate notes, asset-backed securities, and U.S. treasury securities. Funds that we hold for customers are held in non-interest and interest-bearing bank deposits, money market funds, certificates of deposit, commercial paper, other corporate notes, and U.S. treasury securities. We recognize interest earned from funds held for customers as revenue.

Factors that influence the rate of interest we earn include the short-term market interest rate environment and the weighting of our balances by security type. The annualized interest rate earned on our corporate investment portfolio and funds held for customers decreased to 3.8% and 4.1% during the three and nine months ended March 31, 2026, respectively, compared to 4.3% and 4.6% during the same period in fiscal 2025, primarily due to the changes in the short-term interest rate environment.

Unrealized gains or losses on our marketable debt securities are due primarily to interest rate fluctuations from the time the securities were purchased. We account for both fixed and variable rate securities at fair value with unrealized gains and losses recorded in accumulated other comprehensive income since we classify our marketable debt securities as available for sale. Our investments in marketable debt securities are generally held through maturity with minimal sales before maturity barring unforeseen circumstances, and thus unrealized gains or losses on fixed-income securities from market interest rate decreases or increases are not realized as the securities mature at par.

We are also exposed to interest-rate risk relating to borrowings from our Revolving Credit Facilities. As of March 31, 2026, we borrowed $330.0 million from our Revolving Credit Facilities. Because the interest rate on each of our Revolving Credit Facilities is indexed to a designated term SOFR, which is a floating rate mechanism, our interest cost may increase if market interest rates rise. A hypothetical 0.5%-2.0% increase or decrease in interest rates would not have a material effect on our financial results.

In addition to interest rate risks, we also have exposure to risks associated with changes in laws and regulations that may affect customer fund balances. For example, a change in regulations that restricts the permissible investment alternatives for customer funds would reduce our interest earned revenue.


									47

Table of Contents

We are exposed to credit risk in connection with our investments in securities through the possible inability of the borrowers to meet the terms of the securities. We limit credit risk by investing in investment-grade securities as rated by Moody’s, Standard & Poor’s, or Fitch, by investing only in securities that mature in the near-term, and by limiting concentration in securities other than U.S. Treasuries. Investment in securities of issuers with short-term credit ratings must be rated A-2/P-2/F2 or higher. Investment in securities of issuers with long-term credit ratings must be rated A- or A3, or higher. Investment in asset-backed securities and money market funds must be rated AAA or equivalent. Investment in repurchase agreements will be at least 102 percent collateralized with securities issued by the U.S. government or its agencies. Securities in our corporate portfolio and securities held in our customer fund accounts may not mature beyond 37 months from purchase, based on the effective maturity date. No more than 5% of invested funds, either corporate or customer, may be held in the issues of a single corporation.

We are also exposed to credit risk related to the timing of payments made from customer funds collected. For certain transactions we remit customer funds to our customers’ suppliers in advance of having good or confirmed funds collected from our customers and if a customer disputes a transaction after we remit funds on their behalf, then we could suffer a credit loss. Furthermore, our customers generally have three days to dispute transactions, and if we remit funds in advance of receiving confirmation that no dispute was initiated by our customer, then we could suffer a credit loss. We mitigate this credit exposure by leveraging our data assets to make credit underwriting decisions about whether to accelerate disbursements, managing exposure limits, and various controls in our operating systems.

We continually evaluate the credit quality of the securities in our portfolios. If a security holding is downgraded below our credit rating threshold or we otherwise believe the security’s payment performance may be compromised, we will evaluate the relevant risks, remaining time to maturity, amount of principal, as well as other factors, and we will make a determination of whether to continue to hold the security or promptly sell it.

We are exposed to credit risk from card receivable balances we have with our spending businesses and loans held for investment balances from borrowers using our invoice financing product. Spending businesses and borrowers may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Although we regularly review our credit exposure to specific spending businesses and borrowers as well as to specific industries that we believe may present credit concerns, default risk may arise from events or circumstances that are difficult to foresee or detect, such as fraud. In addition, our ability to manage credit risk or collect amounts owed to us may be adversely affected by legal or regulatory changes (such as restrictions on collections or changes in bankruptcy laws, and minimum payment regulations). We rely principally on the creditworthiness of spending businesses for repayment of card receivables and therefore have limited recourse for collection. We rely principally on our ability to collect outstanding balances on loans held for investment by receiving payments processed through our platform from the borrowers' customers and applying them to outstanding loan balances. Our ability to assess creditworthiness may be impaired if the criteria or models we use to manage our credit risk prove inaccurate in predicting future losses, which could cause our losses to rise and have a negative impact on our results of operations. Any material increases in delinquencies and losses beyond our current estimates could have a material adverse impact on us. Although we make estimates to provide for expected credit losses in our outstanding portfolio of card receivables and loans held for investment, these estimates may differ from actual losses.

Foreign Currency Exchange Risk

We are exposed to foreign currency exchange risk relating to our cross-border payment service, which allows customers to pay their international suppliers in foreign currencies. When customers make a cross-border payment, customers fund those payments in U.S. dollars based upon an exchange rate that is quoted on the initiation date of the transaction. Subsequently, when we convert and remit those funds to our customers’ suppliers primarily through our global payment partners, the exchange rate may differ, due to foreign exchange fluctuation, from the exchange rate that was initially quoted. Our transaction fees to our customers are not adjusted for changes in foreign exchange rates between the initiation date of the transaction and the date the funds are converted.

We are also exposed to foreign currency exchange risk relating to the operations of our subsidiary in Canada. A change in foreign currency exchange rate can affect our financial results due to transaction gains or losses related to the remeasurement of certain monetary asset and monetary liability balances that are


									48

Table of Contents

denominated in currencies other than the functional currency of our Canadian subsidiary, which is in U.S. dollars.

If the value of the U.S. dollar weakens relative to the foreign currencies, this may have an unfavorable effect on our cash flows and operating results. We believe that a 10% change in the relative value of the U.S. dollar to other foreign currencies would have an immaterial effect on our cash flows and operating results.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our management, with the participation and supervision of our chief executive officer (CEO) and our chief financial officer (CFO), have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of March 31, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control

Our management, including our CEO and CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


									49

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including patent, commercial, product liability, employment, class action, whistleblower, and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that we believe to be material to our business or financial condition.

The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in shares of our common stock. References to past events are provided by way of example only and are not intended to be a complete listing of such events or a representation as to whether or not such factors or similar events have occurred in the past or their likelihood of occurring in the future. Further, additional risks beyond those summarized below or discussed elsewhere in this Quarterly Report on Form 10-Q may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate.

Summary of Risk Factors

Consistent with the foregoing, we are exposed to a variety of risks, including the following:

•We have a history of operating losses and may not sustain or expand our profitability in the future;

•A significant portion of our revenue comes from small and medium-sized businesses, which may have fewer financial resources to weather an economic downturn, and volatile or weakened economic conditions in the U.S. and globally may adversely affect our business and operating results;

•If we are unable to attract new customers or convert trial customers into paying customers or if our efforts to promote our charge card usage through marketing, promotion, and spending business rewards are unsuccessful, our revenue growth and operating results will be adversely affected;

•If we are unable to retain our current customers, increase customer adoption of our products, sell additional services to our customers, or develop and launch new payment products, our business and growth will be adversely affected;

•Our BILL Divvy Card offering exposes us to credit risk and other risks related to spending businesses' ability to pay the balances incurred on their BILL Divvy Cards. Certain of our other current and future product offerings, such as invoice financing, may also subject us to credit risk;

•Our risk management efforts may not be effective to prevent fraudulent activities by our customers, subscribers, spending businesses, or their counterparties, or other third parties which, potentially augmented by AI, could expose us to material financial losses and liabilities and otherwise harm our business;

•The markets in which we participate are competitive, and if we do not compete effectively, our operating results could be harmed;


									50

Table of Contents

•We transfer large sums of customer funds daily, and are subject to numerous associated risks which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results;

•Our business depends, in part, on our relationships with accounting firms;

•Our business depends, in part, on our business relationships with financial institutions;

•Our recent growth may not be indicative of our future growth, and there is no assurance that we will be able to scale our platform and infrastructure, and manage our growth effectively.

•We are subject to numerous risks related to partner banks and financing arrangements with respect to our spend and expense management solution;

•We use AI in our business, and any challenges with successfully developing and deploying new AI tools or properly managing the use of AI could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations;

•Future acquisitions, strategic investments, partnerships, collaborations, or alliances could be difficult to identify and integrate, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our operating results and financial condition;

•A substantial portion of our revenue is derived from interchange fees, which exposes us to potential variability in income and other risks;

•Our business could be negatively affected as a result of actions by or proposals from activist stockholders, and such activism could impact the trading value of our securities and harm our business, financial condition and results of operations;

•Payments and other financial services-related regulations and oversight are material to our business. Our failure to comply could materially harm our business;

•Our debt service obligations, including the Notes, may adversely affect our financial condition and results of operations;

•We may not have the ability to raise the funds necessary for cash settlement upon conversion of the Notes or to repurchase the Notes for cash upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion of the Notes or to repurchase the Notes; and

•The market for our common stock has been, and will likely continue to be, volatile and the market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control.

Risks Related to Our Business and Industry

We have a history of operating losses and may not sustain or expand our profitability in the future.

We were incorporated in 2006 and historically have experienced net losses in most periods since inception. We generated net income of $12.8 million and a net loss of $11.6 million during the three months ended March 31, 2026 and 2025, respectively. We generated net income of $7.2 million and $30.9 million during the nine months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $1.8 billion. While we have experienced significant revenue growth in recent years and achieved profitability on a GAAP basis in certain recent quarters and in our most recent fiscal year, we are not certain whether or when we will generate sufficient revenue to sustainably maintain or enhance our profitability profile in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our platform, including introducing new products and functionality, drive new customer adoption, and expand partner integrations. Our profitability each quarter is also impacted by the mix of our revenue generated from subscriptions, transaction fees, including the mix of ad valorem transaction revenue, and interest earned on funds that we hold for the benefit of our customers. Any changes in this revenue mix will have the effect of increasing or decreasing our margins. In addition, we offer promotion programs whereby spending businesses that use our spend and expense management product can earn rewards based on transaction volume on our BILL Divvy Cards, and the cost of earned rewards that are


									51

Table of Contents

redeemed impacts our sales and marketing expenses. Our efforts to grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for several reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications, delays, and other unknown events. If we are unable to sustain and expand our profitability, the value of our business and common stock may significantly decrease.

A significant portion of our revenue comes from small and medium-sized businesses, which may have fewer financial resources to weather an economic downturn, and volatile or weakened economic conditions in the U.S. and globally may adversely affect our business and operating results.

Our overall performance depends in part on U.S. and international macroeconomic conditions and a significant portion of our revenue comes from SMBs. These customers tend to be more susceptible to negative impacts from economic downturns, recession, inflation, increases in interest rates or the cost of borrowing, changes in foreign currency exchange rates, including recent weakness in the U.S. dollar, the impact of the ongoing rapid development and adoption of new AI capabilities, the conflict in Iran and related supply chain disruptions, newly-imposed tariffs by the U.S. and foreign countries and other restrictions on international trade, financial market conditions, actual or perceived instability in the U.S. and global banking systems, increased fuel prices, and catastrophic events than larger, more established businesses, as SMBs typically have more limited financial resources than larger entities. In recent periods, we have observed SMBs reacting to the macroeconomic environment by tightening budgets and selecting lower-cost payment methods, which adversely impacted our operating results. In addition, the rate of growth in the number of businesses using our solutions has been and may continue to be impacted by current macroeconomic conditions. Finally, recent reductions in U.S. federal government spending, including in the U.S. Small Business Administration, may adversely impact the SMBs we serve.

More broadly, the U.S. and other key international economies have experienced and may in the future experience significant economic and market changes and downturns in which economic activity is impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity, and foreign exchange markets, inflation, bankruptcies, new or increased trade barriers, and overall uncertainty with respect to the economy. These economic conditions can arise suddenly and the full impact of such conditions are impossible to predict. In addition, geopolitical and domestic political developments, such as ongoing global geopolitical conflicts, changes in government spending levels, government shut downs and changes in immigration policy impacting the availability of qualified employees for the SMBs we serve, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. Moreover, we may be impacted by any turmoil in the global banking system. For example, in March 2023, Silicon Valley Bank (SVB) was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. First-Citizens Bank & Trust Company then assumed all of SVB’s customer deposits and certain other liabilities and acquired substantially all of SVB’s loans and certain other assets from the FDIC. While the closure of SVB did not have a material direct impact on our business, instability (either actual or perceived) in the global banking system may result in additional bank failures, as well as volatility of global financial markets, either of which may adversely impact our business and financial condition. If challenging macroeconomic conditions for SMBs persist, or if additional economic or political factors create greater pressure on SMBs, our customers and spending businesses may be disproportionately impacted and, as a result, the overall demand for our products and services could be materially and adversely affected.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our operating results, our stock price and the value of your investment could decline.

Our operating results have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our operating results include the following:

•fluctuations in demand for, or pricing of our platform;

•our ability to attract new customers;

•our ability to retain and expand utilization by our existing customers;

•our ability to retain and expand our relationships with our accounting firm partners, financial institution partners and software partners, or to identify and attract new partners;


									52

Table of Contents

•our ability to build and deploy AI-powered solutions and drive customer adoption of such solutions, as well as the amount and timing of the associated research and development expenses;

•changes in customer preference for cloud-based services as a result of security breaches in the industry or privacy concerns, or other security or reliability concerns regarding our products;

•fluctuations or delays in purchasing decisions in anticipation of new products or product enhancements by us or our competitors;

•general economic, market, credit and liquidity conditions, both domestically and internationally, such as inflation, high interest rate and recessionary environments, government budget cuts and government shut downs, tariffs, and actual or perceived instability in the U.S. and global banking systems, as well as economic conditions specifically affecting SMBs or the industries in which our customers participate;

•changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions, as a result of general economic factors or factors specific to their businesses;

•potential and existing customers choosing our competitors’ products or developing their own solutions in-house;

•the development or introduction of new platforms or services that are easier to use or more advanced than our current suite of services;

•our failure to adapt to new forms of payment that become widely accepted;

•the adoption or retention of more entrenched or rival services in the international markets where we compete;

•our ability to control costs, including our operating expenses;

•the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses, including commissions;

•the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges;

•the amount and timing of costs associated with recruiting, training, and integrating new employees, including employees acquired inorganically, and retaining and motivating existing employees;

•fluctuation in market interest rates, which impacts interest earned on funds held for customers;

•the effects of acquisitions and the integration of acquired technologies and products, including impairment of goodwill;

•the impact of new accounting pronouncements;

•security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform;

•the impact of the ongoing geopolitical conflicts, including any related economic sanctions and countermeasures taken by other countries, and market volatility resulting therefrom; and

•awareness of our brand and our reputation in our target markets.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our operating results to vary significantly. In addition, we expect to continue to incur significant additional expenses due to the costs of operating as a public company. If our operating results fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class action suits.


									53

Table of Contents

If we are unable to attract new customers or convert trial customers into paying customers or if our efforts to promote our charge card usage through marketing, promotion, and spending business rewards are unsuccessful, our revenue growth and operating results will be adversely affected.

To increase our revenue, we must continue to attract new customers and increase sales to those customers. As our market matures, product and service offerings evolve, and competitors introduce lower cost or differentiated products or services that compete or are perceived to compete with our platform, our ability to sell subscriptions, drive transaction volume, or successfully increase customer adoption of new products could be impaired. Similarly, our subscription sales could be adversely affected if customers or users perceive that features incorporated into alternative products reduce the need for our platform or if they prefer to purchase products that are bundled with solutions offered by other companies. Further, in an effort to attract new customers, we may offer simpler, lower-priced products or promotions, which may reduce our profitability.

We rely upon our marketing strategy of offering risk-free trials of our platform and other digital marketing strategies to generate sales opportunities. Many of our customers start a risk-free trial of our service. Converting these trial customers to paid customers often requires extensive follow-up and engagement. Many prospective customers never convert from the trial version of a product to a paid version of a product. Further, we often depend on the ability of individuals within an organization who initiate the trial versions of our products to convince decision makers within their organization to convert to a paid version. To the extent that these users do not become, or are unable to convince others to become, paying customers, we will not realize the intended benefits of this marketing strategy, and our ability to grow our revenue will be adversely affected. Similarly, our recently-introduced BILL Cash Accounts, which offer high-yield returns on customer cash deposited into such accounts, among other features, require expenditures by us. In the event BILL Cash Account holders do not utilize our platform's product offerings more broadly, our operating results could be adversely affected. In addition, it may be necessary to engage in more sophisticated and costly sales and marketing efforts in order to attract new customers, and changes in privacy laws and third party practices may make adding new customers more expensive or difficult. As a result of these and other factors, we may be unable to attract new customers or our related expenses may increase, which would have an adverse effect on our business, revenue, gross margins, and operating results.

In addition, revenue growth from our charge card products is dependent on increasing business spending on our cards. We have been investing in a number of growth initiatives, including to capture a greater share of spending businesses’ total spend, but there can be no assurance that such investments will be effective. In addition, if we develop new products or offerings that attract spending businesses looking for short-term incentives rather than displaying long-term loyalty, attrition could increase and our operating results could be adversely affected. Expanding our service offerings, adding acquisition channels and forming new partnerships or renewing current partnerships could have higher costs than our current arrangements and could dilute our brand. In addition, we offer rewards to spending businesses based on their usage of charge cards. Redemptions of rewards present significant associated expenses for our business. We operate in a highly competitive environment and may need to increase the rewards that we offer or provide other incentives to spending businesses in order to grow our business. Any significant change in, or failure by management to reasonably estimate, such costs could adversely affect or harm our business, operating results, and financial condition.

We recently launched BILL AI, including our first suite of AI agents, which are designed to simplify and accelerate SMB workflows, including W-9 filings, customer support and assistance, touchless transactions, automatic reconciliations and complex invoice coding. The success of these new agentic AI offerings will depend in part on our ability to deliver them in a way that is both compelling to our customers and cost-effective, and if new or existing customers do not use our AI agents, our business, operating results and financial condition could be adversely affected.

Finally, we seek to accelerate our growth by partnering with businesses to offer embedded payment solutions directly through such partners’ platforms. We previously announced the launch of several such partnerships, including with Paychex, Oracle NetSuite and Acumatica. Such partnerships may require significant investment and personnel resources to build, customize and enable. If our strategy to offer embedded solutions does not lead to the customer acquisition we anticipate, or on the timeline we envision, our business, operating results and financial condition could be adversely affected.


									54

Table of Contents

If we are unable to retain our current customers, increase customer adoption of our products, sell additional services to our customers, or develop and launch new payment products, our business and growth will be adversely affected.

To date, a significant portion of our growth has been attributable to customer adoption of new and existing payment products. To increase our revenue, in addition to acquiring new customers, we must continue to retain existing customers and convince them to expand their use of our platform by incentivizing them to pay for additional services and driving adoption of new and existing payment products, including ad valorem products such as our BILL Divvy Cards, virtual cards, instant transfer, and international payment offerings. Our ability to retain our customers, drive adoption and increase usage could be impaired for a variety of reasons, including our inability to develop and launch new payment products, SMB preference for lower-cost payment solutions, customer reaction to changes in the pricing of our products, general economic conditions or the other risks described in this Quarterly Report on Form 10-Q. Our ability to sell additional services or increase customer adoption of new or existing products may require more sophisticated and costly sales and marketing efforts, especially for our larger customers. If we are unable to retain existing customers or increase the usage of our platform by them, it would have an adverse effect on our business, revenue, gross margins, and other operating results, and accordingly, on the trading price of our common stock.

While some of our contracts are non-cancelable annual subscription contracts, most of our contracts with customers and accounting firms primarily consist of open-ended arrangements that can be terminated by either party without penalty at any time. Our customers have no obligation to renew their subscriptions to our platform after the expiration of their subscription period. For us to maintain or improve our operating results, it is important that our customers continue to maintain their subscriptions on the same or more favorable terms. We cannot accurately predict renewal or expansion rates given the diversity of our customer base in terms of size, industry, and geography. Our renewal and expansion rates may decline or fluctuate as a result of several factors, including customer spending levels, customer satisfaction with our platform and customer service, decreases in the number of users, changes in the type and size of our customers, pricing changes, competitive conditions, the acquisition of our customers by other companies, and general economic conditions. In addition, if any of the software providers with which our platform currently integrates should choose to disable two-way synchronization, there can be no assurance that customers shared with such providers would not choose to leave our platform, adversely affecting our business and results of operations. If our customers do not renew their subscriptions, or if they reduce their usage of our platform, our revenue and other operating results will decline and our business will suffer. Moreover, if our renewal or expansion rates fall significantly below the expectations of the public market, securities analysts, or investors, the trading price of our common stock would likely decline.

Our BILL Divvy Card offering exposes us to credit risk and other risks related to spending businesses' ability to pay the balances incurred on their BILL Divvy Cards. Certain of our other current and future product offerings, such as invoice financing, may also subject us to credit risk.

We offer our BILL Divvy Card as a credit product to a wide range of businesses in the U.S., and the success of this product depends on our ability to effectively manage related risks. The credit decision-making process for our BILL Divvy Cards uses techniques designed to analyze the credit risk of specific businesses based on, among other factors, their past purchase and transaction history, as well as their credit scores. Similarly, proprietary risk models and other indicators are applied to assess current or prospective spending businesses who desire to use our cards to help predict their ability to repay. These risk models may not accurately predict creditworthiness due to inaccurate assumptions, including assumptions related to the particular spending business, market conditions, economic environment, or limited transaction history or other data, among other factors. The accuracy of these risk models and the ability to manage credit risk related to our cards may also be affected by legal or regulatory requirements, competitors’ actions, changes in consumer behavior, changes in the economic environment, policies of Issuing Banks, and other factors.

For a substantial majority of extensions of credit to BILL Spend and Expense spending businesses facilitated through our spend and expense management platform, we purchase from the Issuing Banks participation interests in the accounts receivables generated when spending businesses make purchases using BILL Divvy Cards, and we bear the entire credit risk in the event that a spending business fails to pay card balances. Like other businesses with significant exposure to losses from credit, we face the risk that spending businesses will default on their payment obligations, creating the risk of potential charge-offs. The non-payment


									55

Table of Contents

rate among spending businesses may increase due to, among other factors, changes to underwriting standards, risk models not accurately predicting the creditworthiness of a business, or a decline in economic conditions, such as a recession, high inflation, government shut downs or government austerity programs. Spending businesses who miss payments may fail to repay their outstanding statement balances, and spending businesses who file for protection under the bankruptcy laws generally do not repay their outstanding balances. If collection efforts on overdue card balances are ineffective or unsuccessful, we may incur financial losses or lose the confidence of our funding sources. In addition, we have in the past and may in the future tighten our credit requirements for customer or vendor eligibility for such solutions, which may limit the growth and profitability of these solutions or result in customer attrition. We do not file UCC liens or take other security interests on BILL Divvy Card balances, which significantly reduces our ability to collect amounts outstanding from spending businesses that file for bankruptcy protection. Any such losses or failures of our risk models could harm our business, operating results, and financial condition. Non-performance, or even significant underperformance, of the account receivables participation interests that we own could have an adverse effect on our business.

Moreover, the funding model for our BILL Divvy Card product relies on a variety of funding arrangements, including "warehouse facilities." Any significant underperformance of the participation interests we own may adversely impact our relationship with such funding sources and result in an increase in our cost of financing, a modification or termination of our existing funding arrangements or our ability to procure funding, which would adversely affect our business, operating results, financial condition, and future prospects.

We also offer invoice financing whereby, through a relationship with a third-party bank, we extend credit to customers and vendors of our customers, enabling them to finance outstanding invoices. Invoices are typically repaid within a short period, but those that remain outstanding beyond a defined term are assessed interest and, may incur losses. Although this and our other credit offerings, such as instant transfer, are only available to customers that satisfy specific credit eligibility criteria, the credit and risk models we use to determine eligibility may be insufficient. Any failure of our credit or risk models to predict creditworthiness, or any increase in default rates for our credit products, could cause us to incur significant losses and harm our business, operating results, and financial condition.

Our risk management efforts may not be effective to prevent fraudulent activities by our customers, subscribers, spending businesses, or their counterparties, or other third parties which, potentially augmented by AI, could expose us to material financial losses and liabilities and otherwise harm our business.

We offer software that digitizes and automates financial operations for a large number of customers and executes payments to their vendors or from their clients. We are responsible for verifying the identity of our customers and their users, and monitoring transactions for fraud. We have been in the past and will continue to be targeted by parties who seek to commit acts of financial fraud using stolen identities and bank accounts, compromised business email accounts, employee or insider fraud, account takeover, false applications, check fraud, and stolen cards or card account numbers. We may suffer losses from acts of financial fraud committed by our customers and their users, our employees, or third-parties. In addition, our customers or spending businesses may suffer losses from acts of financial fraud by third parties posing as our company through account takeover, credential harvesting, use of stolen identities, and various other techniques, which could harm our reputation or prompt us to reimburse our customers for such losses in order to maintain customer and spending business relationships. Finally, we are dependent to a certain degree upon the fraud controls implemented by our card-issuing bank and processing partners in connection with our BILL Spend and Expense products, but bear the risk of fraud losses under such partnerships. Accordingly, we may at times experience losses related to these products due to fraudulent activity with limited ability to directly strengthen relevant controls.

The techniques that may be used to perpetrate fraud on our platform are continually evolving, and we expend considerable resources to continue to monitor and combat them. The recent and widespread adoption of AI tools increases the risk of fraudulent activity or other incidents instigated by malicious third-parties on our platform and on those of our partners. In addition, when we introduce new products and functionality, or expand existing products, we may not be able to identify all risks created by such new products or functionality. Our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to prevent or mitigate the risks we have identified, or to identify additional


									56

Table of Contents

risks to which we may become subject in the future. Such policies, procedures, techniques, and processes may also contain errors, or our employees or agents may commit mistakes or errors in judgment as a result of which we may suffer large financial losses. The software-driven and highly automated nature of our platform could enable criminals and those committing fraud to steal significant amounts of money from businesses like ours.

Our current business and anticipated growth will continue to place significant demands on our risk management efforts, and we will need to continue developing and improving our existing risk management infrastructure, policies, procedures, techniques, and processes. As techniques used to perpetrate fraud on our platform become more sophisticated with the use of AI, our teams must similarly evolve to combat such techniques, and we may need to modify our products or services to mitigate fraud risks. As our business grows and becomes more complex, we may be less able to forecast and carry appropriate reserves in our books for fraud related losses.

Further, these types of fraudulent activities on our platform can also expose us to civil and criminal liability and governmental and regulatory sanctions as well as potentially cause us to be in breach of our contractual obligations to our third-party partners.

The markets in which we participate are competitive, and if we do not compete effectively, our operating results could be harmed.

The market for cloud-based software that automates the financial back-office is highly fragmented, competitive, and constantly evolving. We believe that our primary competition remains the legacy manual processes that SMBs have relied on for generations. Our success will depend, to a substantial extent, on the widespread adoption of our cloud-based automated back-office solution as an alternative to existing solutions or adoption by customers that are not using any such solutions at all. Some organizations may be reluctant or unwilling to use our platform for several reasons, including concerns about additional costs, uncertainty regarding the reliability and security of cloud-based offerings, or lack of awareness of the benefits of our platform. Our competitors in the cloud-based software space range from large corporations that predominantly focus on enterprise resource planning solutions, to smaller niche suppliers of solutions that focus exclusively on document management, workflow management, accounts payable, accounts receivable, spend and expense management, and/or electronic bill presentment and payment, to companies that offer industry-specific payments solutions. With the introduction of new technologies and market entrants, including AI-native firms, we expect that the competitive environment will remain intense going forward. Our competitors that currently focus on enterprise solutions may offer products to SMBs that compete with ours. In addition, companies that provide solutions that are adjacent to our products and services may decide to enter our market segments and develop and offer products that compete with ours. Software providers, such as Intuit, as well as the financial institutions with which we partner, may internally develop products, acquire existing, third-party products, or may enter into partnerships or other strategic relationships that would enable them to expand their product offerings to compete with our platform or provide more comprehensive offerings than they individually had offered or achieve greater economies of scale than us. These software providers and financial institutions may have the operating flexibility to bundle competing solutions with other offerings, including offering them at a lower price or for no additional cost to customers as part of a larger sale. For example, in October 2023, Intuit launched a native bill payment solution with integration to its QuickBooks accounting software. In addition, Brex and Ramp, firms primarily known for offering spend and expense management products, introduced bill payment products in recent periods. While we believe our platform offers much greater functionality than these products, there can be no assurance that QuickBooks customers will not opt to change providers for certain accounts payable services in the future, or that our ability to win, retain and expand our footprint with BILL Divvy Card spending business will not be challenged by these competing offerings. Additionally, the rapid development and adoption of AI may further intensify competition, lower barriers to entry, shorten product development cycles, and make certain features and functionality easier for existing or new competitors to replicate or offer at lower cost. Competitors may use AI to enhance their existing offerings, develop and deploy new products more quickly, improve implementation or support or bundle AI-enabled capabilities with broader platforms. Further, customers' expectations regarding automation, accuracy, ease of use, speed of implementation and breadth of workflow coverage may continue to increase as AI capabilities evolve. If we are unable to develop, deploy and maintain AI-powered solutions in a timely and cost-effective manner or if our competitors are more successful in doing so, our ability to attract and retain customers could be adversely affected. In addition, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships, or strategic relationships. Many of our competitors and potential competitors have greater name recognition, longer operating histories,


									57

Table of Contents

more established customer relationships, larger marketing budgets, and greater resources than us. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and customer requirements. Certain competitors may also have long-standing exclusive, or nearly exclusive, relationships with financial services provider partners to accept payment cards and other services that compete with what we offer. As we look to market and sell our platform to potential customers, spending businesses, or partners with existing solutions, we must convince their internal stakeholders that our platform is superior to their current solutions.

We compete on several factors, including:

•product features, quality, breadth, and functionality;

•data asset size and ability to leverage AI to grow faster and smarter;

•ease of deployment;

•ease of integration with leading accounting and banking technology infrastructures;

•ability to automate processes;

•cloud-based delivery architecture;

•advanced security and control features;

•risk management, exception process handling, and regulatory compliance leadership;

•brand recognition; and

•pricing and total cost of ownership.

There can be no assurance that we will be able to compete successfully against our current or future competitors, and this competition could result in the failure of our platform to continue to achieve or maintain market acceptance, any of which would harm our business, operating results, and financial condition.

We transfer large sums of customer funds daily, and are subject to numerous associated risks which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results.

As of March 31, 2026, we had approximately 493,800 businesses using our solutions and TPV processed was approximately $88.7 billion and $79.4 billion during the three months ended March 31, 2026 and 2025, respectively, and $273.1 billion and $243.7 billion during the nine months ended March 31, 2026 and 2025, respectively. We have grown rapidly to considerable scale and seek to continue this growth. Accordingly, although we have developed and scaled robust and multi-faceted risk management and compliance processes, our business, which is highly complex, is always subject to the risk of financial losses as a result of credit losses, operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors on our platform.

As a provider of accounts payable, accounts receivable, spend and expense management, and payment solutions, we collect and transfer funds on behalf of our customers and our trustworthiness and reputation are fundamental to our business. The occurrence of any credit losses, operational errors, software defects, service disruptions, employee misconduct, security breaches, or other similar actions or errors on our platform could result in financial losses to our business and our customers, loss of trust, damage to our reputation, or termination of our agreements with financial institution partners and accountants, each of which could result in:

•loss of customers;

•lost or delayed market acceptance and sales of our platform;

•legal claims against us, including warranty and service level agreement claims;

•regulatory enforcement action; or

•diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs.


									58

Table of Contents

Although our terms of service allocate to our customers the risk of loss resulting from our customers’ errors, omissions, employee fraud, or other fraudulent activity related to their systems, in some instances we may cover such losses for efficiency or to prevent damage to our reputation. Although we maintain insurance to cover losses resulting from our errors and omissions, there can be no assurance that our insurance will cover all losses or our coverage will be sufficient to cover our losses. If we suffer significant losses or reputational harm as a result, our business, operating results, and financial condition could be adversely affected.

Funds that we hold for the benefit of our customers are subject to market, interest rate, credit, foreign exchange, and liquidity risks, as well as general political and economic conditions. The loss of any of these funds could adversely affect our business, operating results and financial condition.

We invest funds that we hold for the benefit of our customers, including funds being remitted to suppliers, in highly liquid, investment-grade marketable securities, money market securities, and other cash equivalents. Nevertheless, our customer fund assets are subject to general market, interest rate, credit, foreign exchange, and liquidity risks. These risks may be exacerbated, individually or in the aggregate, during periods of heavy financial market volatility, such as that experienced in 2008 and 2022, that may result from inflation, high interest rate or recessionary environments, from actual or perceived instability in the U.S. and global banking systems, or from war (such as the ongoing conflicts in Ukraine and the Middle East) or other geopolitical conflicts. As a result, we could be faced with a severe constriction of the availability of liquidity, which could impact our ability to fulfill our obligations to move customer money to its intended recipient. For example, the sudden closure of SVB in March 2023 introduced a potential risk of loss because we held certain corporate and customer funds at SVB. Although we were able to move substantially all such funds to large multinational financial institutions and to redirect substantially all customer payment processing previously made through SVB to one of our multinational bank processors, there can be no assurance that we would be able to do so in the future in the event of a similar or more severe, systemic banking crisis. In addition, cash held at banks and financial institutions is subject to applicable deposit insurance limits, and in the event that our corporate or customer funds held at a given institution exceed such limits, or are held in investments that are not covered by deposit insurance, such funds may be unrecoverable in the event of a future bank failure.

We rely upon certain banking partners and third parties to originate payments, process checks, execute wire transfers, and issue virtual cards, which could be similarly affected by a liquidity shortage and further exacerbate our ability to operate our business. Any loss of or inability to access customer funds could have an adverse impact on our cash position and operating results, could require us to obtain additional sources of liquidity, and could adversely affect our business, operating results, and financial condition. In addition to the risks related to customer funds, we are also exposed to interest rate risk relating to our investments of our corporate cash.

We are licensed as a money transmitter in all required U.S. states and registered as a Money Services Business with FinCEN. In certain jurisdictions where we operate, we are required to hold eligible liquid assets, as defined by the relevant regulators in each jurisdiction, equal to at least 100% of the aggregate amount of all customer balances. Our ability to manage and accurately account for the assets underlying our customer funds and comply with applicable liquid asset requirements requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we will need to scale these associated internal controls. Our success requires significant public confidence in our ability to properly manage our customers’ balances and handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to accurately manage our customer funds and the assets underlying our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, and result in significant penalties and fines, possibly including the loss of our state money transmitter licenses, which would materially harm our business.

We earn revenue from interest earned on customer funds held in trust while payments are clearing, which is subject to market conditions and may decrease as customers’ adoption of electronic payments and technology continues to evolve.

For the three months ended March 31, 2026 and 2025, we generated $35.4 million and $37.9 million, respectively, in revenue from interest earned on funds held in trust on behalf of customers while payment transactions were clearing, or approximately 9% and 11% of our total revenue for such periods, respectively. During the nine months ended March 31, 2026 and 2025, we generated $112.7 million and $124.4 million,


									59

Table of Contents

respectively, or approximately 9% and 12% of our total revenue for such periods, respectively. While these payments are clearing, we deposit the funds in highly liquid, investment-grade marketable securities, and generate revenue that is correlated to the federal funds rate. As interest rates rose in 2022 and 2023, the amount of revenue we generated from such funds increased. However, interest rates have begun to decline in recent periods, which has caused, and may continue to cause, the amount of revenue we generate from these investments to decrease as well. Additionally, as customers increasingly seek expedited methods of electronic payments, such as instant transfer, or potentially migrate spend to our BILL Divvy Card offering, our revenue from interest earned on customer funds could decrease (even if offset by other revenue) and our operating results could be adversely affected. Finally, in addition to the risks outlined above, any change in laws or applicable regulations that restrict the scope of permissible investments for such customer funds could reduce our interest income and adversely affect our operating results.

Our business depends, in part, on our relationships with accounting firms.

Our relationships with more than 9,600 accounting firm partners contribute a significant portion of our total revenue. We market and sell our pr

BILL Holdings, Inc. 10-Q