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BILL Holdings, Inc. (BILL)

CIK: 0001786352. SIC: 7372 Services-Prepackaged Software. Latest 10-K as of: 2025-08-28.

SIC breadcrumb: Services > Business Services > SIC 7372 Services-Prepackaged Software

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1786352. Latest filing source: 0001786352-25-000037.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,462,570,000USD20252025-08-28
Net income23,799,000USD20252025-08-28
Assets10,063,982,000USD20252025-08-28

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-08-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001786352.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric201720182019202020212022202320242025
Revenue64,865,000108,351,000157,600,000238,265,000641,959,0001,058,468,0001,290,172,0001,462,570,000
Net income-7,195,000-7,314,000-31,091,000-98,720,000-326,361,000-223,725,000-28,878,00023,799,000
Operating income-7,817,000-9,803,000-34,198,000-113,967,000-316,818,000-295,773,000-174,164,000-80,602,000
Gross profit45,493,00078,433,000118,456,000176,459,000496,955,000864,491,0001,055,556,0001,190,467,000
Diluted EPS-0.70-1.19-3.21-2.11-0.27-0.07
Assets1,526,298,0002,404,015,0005,969,173,0009,256,026,0009,636,018,0009,178,813,00010,063,982,000
Liabilities1,352,648,0001,693,296,0003,439,583,0005,212,332,0005,550,049,0005,044,612,0006,149,942,000
Stockholders' equity-96,832,000-101,904,000-102,657,000710,719,0002,529,590,0004,043,694,0004,085,969,0004,134,201,0003,914,040,000
Cash and cash equivalents22,401,00090,306,000573,643,000509,615,0001,596,542,0001,617,151,000985,941,0001,038,346,000
Net margin-11.09%-6.75%-19.73%-41.43%-50.84%-21.14%-2.24%1.63%
Operating margin-12.05%-9.05%-21.70%-47.83%-49.35%-27.94%-13.50%-5.51%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001786352.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q12022-09-30-81,640,000-0.78reported discrete quarter
2023-Q22022-12-31-95,076,000-0.90reported discrete quarter
2023-Q32023-03-31272,555,000-31,138,000-0.29reported discrete quarter
2023-Q42023-06-30295,983,000-15,871,000derived Q4 = FY annual - nine-month YTD
2024-Q22023-12-31318,495,000-0.38reported discrete quarter
2024-Q32024-03-31323,028,00031,809,0000.00reported discrete quarter
2024-Q42024-06-30343,664,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-09-30358,450,0008,912,0000.08reported discrete quarter
2025-Q22024-12-31362,554,00033,548,000-0.06reported discrete quarter
2025-Q32025-03-31358,217,000-11,589,000-0.11reported discrete quarter
2025-Q42025-06-30383,349,000-7,072,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-09-30395,741,000-2,962,000-0.03reported discrete quarter
2026-Q22025-12-31414,671,000-2,588,000-0.03reported discrete quarter
2026-Q32026-03-31406,563,00012,786,0000.12reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-032387.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

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.

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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

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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

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2025-08-28. Report date: 2025-06-30.

Item 7. 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 consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this Annual Report on Form 10-K 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.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of fiscal 2025 compared to fiscal 2024. A discussion of fiscal 2024 compared to fiscal 2023 can be found under Item 7 of Part II in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on August 23, 2024, which is available free of charge on the SEC’s website at www.sec.gov and on the Investor Relations section of our corporate website at investor.bill.com.

Overview

We are a leading financial operations platform for small and midsize businesses (SMBs). As a champion of SMBs, we are automating the future of finance so businesses can thrive. Our integrated platform helps businesses to more efficiently control their payables, receivables, and spend and expense management. Hundreds of thousands of businesses rely on BILL’s proprietary network of millions of members to pay or get paid faster. Headquartered in San Jose, California, we are a trusted partner of leading U.S. financial institutions, accounting firms, and software providers.

Our purpose-built, artificial intelligence (AI)-enabled financial software 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 June 30, 2025, 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 six of the top ten largest financial institutions for SMBs in the United States (U.S.), including JPMorgan Chase, Bank of America, Wells Fargo Bank, and American Express. As we add customers and partners, we expect our network to continue to grow organically.

We have grown rapidly and scaled our business operations in recent periods. Our revenue was $1.5 billion and $1.3 billion during fiscal 2025 and 2024, respectively, a year-over-year increase of $172.4 million. We generated net income of $23.8 million and net loss of $28.9 million during fiscal 2025 and 2024, respectively.

Macroeconomic and Other Factors

Current macroeconomic conditions and uncertainties, including volatility in interest rates and borrowing costs, inflation and currency exchange rates, and recent changes in international trading relationships, supply chains 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. For example, in fiscal 2025, we observed certain BILL AP/AR customers reduce their spending, resulting in a reduced TPV

60

per customer. 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.

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 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 I, Item 1A of this Annual Report on Form 10-K.

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 and interchange fees on a fixed or variable rate per transaction. 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 expenses, 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 credit limit and can use the BILL Spend and Expense software to request virtual cards or physical cards, establish budgets, and manage spend.

The majority of 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, an FDIC-insured Utah state chartered bank. 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

61

we purchase the participation interests, the purchase price is equal to the outstanding principal balance of the receivable.

In order 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 we may also fund purchases using corporate cash.

Our Business Model

We efficiently reach SMBs through our proven direct and indirect go-to-market strategies. We acquire them directly through digital marketing and inside sales and indirectly by partnering with leading companies that are trusted by SMBs, including accounting firms, financial institutions, and software providers.

Our revenue from existing businesses using our solutions is visible and predictable. For fiscal 2025, over 89% of our subscription and transaction revenue from BILL AP/AR customers came from customers who were acquired prior to the start of the fiscal year. See "—Key Business Metrics—Businesses Using Our Solutions" below for the definition of BILL AP/AR customers. We expand within our existing customer base by adding more users, increasing transactions per customer, launching additional products, and through pricing and packaging our services. We make it easy for SMBs to try our platform through our risk-free trial program. Should an SMB choose to become a customer after the trial period, it can take several months to adapt their financial operations to fully leverage our platform. Even with a transition period, however, we believe our customer retention is strong. Excluding those customers of our financial institution partners, approximately 86% of BILL AP/AR customers as of June 30, 2024 were still customers as of June 30, 2025.

Net dollar-based retention rate is an important indicator of customer satisfaction and usage of our platform, as well as potential revenue for future periods. We calculate our net dollar-based retention rate at the end of each fiscal year. We calculate our net dollar-based retention rate by starting with the revenue billed to BILL AP/AR customers in the last quarter of the prior fiscal year (Prior Period Revenue). We then calculate the revenue billed to these same customers in the last quarter of the current fiscal year (Current Period Revenue). See "—Key Business Metrics—Businesses Using Our Solutions" below for the definition of BILL AP/AR customer. Current Period Revenue includes any upsells and is net of contraction or attrition, but excludes revenue from new customers and excludes interest earned on funds held for customers. We then repeat the calculation of Prior Period Revenue and Current Period Revenue with respect to each of the preceding three quarters, and aggregate the four Prior Period Revenues (the Aggregate Prior Period Revenue) and the four Current Period Revenues (the Aggregate Current Period Revenue). Our net dollar-based retention rate equals the Aggregate Current Period Revenue divided by Aggregate Prior Period Revenue.

Our net dollar-based retention rate was 94%, 92%, and 111% during fiscal 2025, 2024, and 2023, respectively. The increase in fiscal 2025 when compared to fiscal 2024 was primarily due to increased revenue from businesses associated with financial institution partners and growth in total payment volume. The decrease in fiscal 2024 when compared to fiscal 2023 was primarily due to the change in spending patterns per customer, continued softness in the SMB economic environment, which limited payment monetization, and the migration or churn of certain customers of a bank partner.

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

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other measures discussed below may differ from other similarly-titled metrics used by other companies, securities analysts, or investors.

As of June 30,

% Growth

as of June 30,

2025

2024

2023

2025

2024

Businesses using our solutions (1)

493,800 

474,600 

461,000 

4 

%

3 

%

Year ended

June 30,

% Growth

Year ended June 30,

2025

2024

2023

2025

2024

Total Payment Volume (billions) (2)

$

329.8 

$

292.4 

$

266.0 

13 

%

10 

%

Year ended

June 30,

% Growth

Year ended June 30,

2025

2024

2023

2025

2024

Transactions processed (millions) (3)

121.3 

103.8 

85.1 

17 

%

22 

%

(1)As of June 30, 2025, the total number of BILL AP/AR customers was approximately 169,500; the total number of spending businesses that used our BILL Spend and Expense solution was approximately 41,100, and the total number of Embedded Solutions and Other customers was approximately 283,200.

(2)During fiscal 2025, the TPV by BILL AP/AR customers was approximately $279.0 billion; the total card payment volume transacted by spending businesses that used BILL Divvy Cards was approximately $21.5 billion; and the TPV transacted by Embedded Solutions and Other customers was approximately $29.3 billion.

(3)During fiscal 2025, the total number of transactions executed by BILL AP/AR customers was approximately 47.8 million; the total number of transactions executed by spending businesses that used BILL Divvy Cards was approximately 66.4 million; and the total number of transactions executed by Embedded Solutions and Other customers was approximately 7.1 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 year.

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

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be subsequently reversed. Such reversals comprised less than 2% of TPV during each of fiscal 2025, 2024, and 2023.

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.

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

64

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, fees for processing payments), personnel-related costs, including stock-based compensation, 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 into our customers’ systems, and cloud payments infrastructure costs. We expect that service costs will increase in absolute dollars, 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 artificial intelligence tools and offerings, such as AI agents. We capitalize certain 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, information technology, 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 cards receivables, loans held for investment and accounts

65

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 consist of depreciation and amortization of property and equipment, and amortization of acquired intangibles, such as developed technology, customer relationship, and trade names. Amortization of capitalized internal-use software costs paid in cash are excluded.

Restructuring – Restructuring costs consist primarily of employee severance and other employment termination benefits, including commission, and stock-based compensation expense. Additionally, these costs include contract termination expenses and other costs related to the execution of our restructuring plan announced on December 5, 2023, which included a reduction in force (RIF) and closure of our office in Sydney, Australia (Restructuring Plan). Refer to Note 15 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on the Restructuring Plan.

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.

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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):

Year ended June 30,

Change

(2025 compared to 2024)

Change

(2024 compared to 2023)

2025

2024

2023

Amount

%

Amount

%

Revenue

Subscription and transaction fees (1)

$

1,300,804 

$

1,122,733 

$

944,710 

$

178,071 

16 

%

$

178,023 

19 

%

Interest on funds held for customers

161,766 

167,439 

113,758 

(5,673)

(3)

%

53,681 

47 

%

Total revenue

1,462,570 

1,290,172 

1,058,468 

172,398 

13 

%

231,704 

22 

%

Cost of revenue

Service costs (1)

229,805 

189,894 

151,010 

39,911 

21 

%

38,884 

26 

%

Depreciation and amortization

42,298 

44,722 

42,967 

(2,424)

(5)

%

1,755 

4 

%

Total cost of revenue

272,103 

234,616 

193,977 

37,487 

16 

%

40,639 

21 

%

Gross profit

1,190,467 

1,055,556 

864,491 

134,911 

13 

%

191,065 

22 

%

Operating expenses

Research and development (1)

340,059 

336,754 

314,632 

3,305 

1 

%

22,122 

7 

%

Sales and marketing (1)

543,711 

478,540 

515,858 

65,171 

14 

%

(37,318)

(7)

%

General and administrative (1) (3)

281,913 

277,662 

249,054 

4,251 

2 

%

28,608 

11 

%

Provision for expected credit losses

72,749 

60,105 

32,224 

12,644 

21 

%

27,881 

87 

%

Depreciation and amortization (2)

32,637 

49,072 

48,496 

(16,435)

(33)

%

576 

1 

%

Restructuring

— 

27,587 

— 

(27,587)

(100)

%

27,587 

100 

%

Total operating expenses

1,271,069 

1,229,720 

1,160,264 

41,349 

3 

%

69,456 

6 

%

Operating loss

(80,602)

(174,164)

(295,773)

93,562 

(54)

%

121,609 

(41)

%

Other income, net

111,012 

147,845 

72,856 

(36,833)

(25)

%

74,989 

103 

%

Income (loss) before provision for income taxes

30,410 

(26,319)

(222,917)

56,729 

(216)

%

196,598 

(88)

%

Provision for income taxes

6,611 

2,559 

808 

4,052 

158 

%

1,751 

217 

%

Net income (loss)

$

23,799 

$

(28,878)

$

(223,725)

$

52,677 

(182)

%

$

194,847 

(87)

%

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

Year ended June 30,

Change

(2025 compared to 2024)

Change

(2024 compared to 2023)

2025

2024

2023

Amount

%

Amount

%

Revenue - subscription and transaction fees

$

2,329 

$

1,831 

$

188 

$

498 

27 

%

$

1,643 

874 

%

Cost of revenue - service costs

9,627 

9,309 

9,111 

318 

3 

%

198 

2 

%

Research and development

107,603 

103,382 

93,364 

4,221 

4 

%

10,018 

11 

%

Sales and marketing *

39,992 

49,070 

130,421 

(9,078)

(19)

%

(81,351)

(62)

%

General and administrative

82,981 

81,209 

80,619 

1,772 

2 

%

590 

1 

%

Restructuring

— 

3,574 

— 

(3,574)

(100)

%

3,574 

100 

%

Total stock-based compensation

$

242,532 

$

248,375 

$

313,703 

$

(5,843)

(2)

%

$

(65,328)

(21)

%

* Fiscal 2023 includes $52.2 million of stock-based compensation expense related to separation and advisory agreements with our former Chief Revenue Officer.

(2) Depreciation and amortization do not include amortization of capitalized internal-use software costs paid in cash.

(3) Provision for expected credit losses was included in general and administrative expenses in fiscal 2023.

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

67

Year ended June 30,

2025

2024

2023

Revenue

Subscription and transaction fees

89 

%

87 

%

89 

%

Interest on funds held for customers

11 

%

13 

%

11 

%

Total revenue

100 

%

100 

%

100 

%

Cost of revenue

Service costs

16 

%

15 

%

14 

%

Depreciation and amortization

3 

%

3 

%

4 

%

Total cost of revenue

19 

%

18 

%

18 

%

Gross profit

81 

%

82 

%

82 

%

Operating expenses

Research and development

23 

%

25 

%

30 

%

Sales and marketing

37 

%

37 

%

49 

%

General and administrative

20 

%

22 

%

24 

%

Provision for expected credit losses

5 

%

5 

%

3 

%

Depreciation and amortization

2 

%

4 

%

5 

%

Restructuring

— 

%

2 

%

— 

%

Total operating expenses

87 

%

95 

%

110 

%

Operating loss

(6)

%

(13)

%

(28)

%

Other income, net

8 

%

11 

%

7 

%

Income (loss) before provision for income taxes

2 

%

(2)

%

(21)

%

Provision for income taxes

— 

%

— 

%

— 

%

Net income (loss)

2 

%

(2)

%

(21)

%

Comparison of Fiscal 2025 and 2024

Revenue

The following table sets forth our revenue during fiscal 2025 and 2024, respectively (amounts in thousands):

Year ended June 30,

Change

2025

2024

Amount

%

Subscription fees

$

272,136 

$

257,143 

$

14,993 

6 

%

Transaction fees

1,028,668 

865,590 

163,078 

19 

%

Total subscription and transaction fees

1,300,804 

1,122,733 

178,071 

16 

%

Interest on funds held for customers

161,766 

167,439 

(5,673)

(3)

%

Total revenue

$

1,462,570 

$

1,290,172 

$

172,398 

13 

%

Total revenue increased by $172.4 million, or 13% during fiscal 2025 as compared to fiscal 2024, primarily due to:

•a $163.1 million increase in transaction fee revenue primarily due to increased total payment volume driven by the increase in customer adoption of our products; and

•a $15.0 million increase in subscription fee revenue primarily due to an increase in customers as compared to the same prior year period; offset by

•a $5.7 million decrease in interest on funds held for customers primarily due to lower yield driven by the decrease in interest rates.

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Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during fiscal 2025 and 2024, respectively, were as follows (amounts in thousands):

Year ended June 30,

Change

2025

2024

Amount

%

Cost of revenue:

Service costs

$

229,805

$

189,894

$

39,911 

21 

%

Depreciation and amortization (1)

42,298

44,722

(2,424)

(5)

%

Total cost of revenue

272,103

234,616

37,487 

16 

%

Gross profit

$

1,190,467

$

1,055,556

$

134,911 

13 

%

Gross margin

81.4%

81.8%

(1) Consists of depreciation of property and equipment and amortization of developed technology, excluding amortization of capitalized internal-use software costs paid in cash.

Service costs increased by $39.9 million during fiscal 2025 as compared to fiscal 2024, primarily due to:

•a $36.6 million increase in direct costs associated with the processing of our customers’ payment transactions, which was driven by the increase in the number of customers, increased adoption of new product offerings, and an increase in the volume of transactions; and

•a $2.4 million increase in temporary contractors, and $3.9 million increase in shared overhead; offset by

•a $3.2 million decrease in personnel-related costs due to our RIF announced in December 2023.

Gross margin decreased to 81.4% during fiscal 2025 from 81.8% during fiscal 2024, primarily due to a change in mix of costs associated with processing of payments.

Research and Development Expenses

Research and development expenses increased by $3.3 million during fiscal 2025 as compared to fiscal 2024, primarily due to a $20.9 million increase in personnel-related costs, including stock-based compensation expense, due to increase in headcount, offset by a $18.6 million decrease due to higher capitalization of certain software development costs.

Our research and development expenses decreased to 23% as a percentage of revenue during fiscal 2025 from 25% during fiscal 2024, primarily due to revenue growth, but a relatively lower increase in personnel-related expenses, including stock-based compensation, as a percentage of revenue.

Sales and Marketing Expenses

Sales and marketing expenses increased by $65.2 million during fiscal 2025 as compared to fiscal 2024, primarily due to the following:

•a $52.2 million increase in rewards expense in connection with our BILL Divvy Cards as a result of increased transaction volume. Rewards expense increased from 48% to 49% as a percentage of revenue from spend and expense interchange fees primarily due to lower interchange fees relative to total card payment volume;

•a $6.0 million increase in advertising, marketing initiatives, and software subscription expenses; and

•a $5.9 million increase in personnel-related expense primarily driven by a $15.0 million increase in headcount, offset by a $9.1 million decrease in stock-based compensation expense.

69

Our sales and marketing expenses remained flat at 37% as a percentage of revenue during fiscal 2025 as compared to the prior year period.

General and Administrative Expenses

General and administrative expenses increased by $4.3 million during fiscal 2025 as compared to fiscal 2024, primarily due to the following:

•a $12.0 million increase in personnel-related expense, including stock-based compensation expense, resulting from increase in headcount; offset by

•a $6.7 million decrease in professional and consulting fees for outside services.

Our general and administrative expenses decreased to 20% as a percentage of revenue during fiscal 2025 from 22% during fiscal 2024, primarily due to revenue growth, but a relatively lower increase in personnel-related expenses, including stock-based compensation, as a percentage of revenue.

Provision for Expected Credit Losses

Provision for expected credit losses increased by $12.6 million during fiscal 2025 as compared to fiscal 2024, primarily due to growth in purchase of loans held for investments, offset by a $6.8 million decrease in the provision for expected credit losses for acquired card receivables driven by a release of $5.7 million of credit losses reserve due to refinements to the credit loss methodology. During fiscal 2025, provision for expected credit losses for card receivables also reflects improved delinquency trends, which were largely offset by growth in the acquired cards receivables.

Depreciation and Amortization

Depreciation and amortization decreased by $18.9 million during fiscal 2025 as compared to fiscal 2024, primarily due to certain fully amortized intangible assets as of the beginning of the current fiscal year.

Restructuring

Restructuring expense decreased by $27.6 million during fiscal 2025 as compared to fiscal 2024 as the Restructuring Plan announced on December 5, 2023 was substantially completed in fiscal 2024. Refer to Note 15 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on the Restructuring Plan.

Other Income, Net

Other income, net decreased by $36.8 million during fiscal 2025 as compared to fiscal 2024, primarily due to the following:

•a $31.4 million decrease in interest income primarily due to a reduction in the average balance of corporate funds and lower yield driven by interest rates decrease; and

•a $4.7 million decrease due to a lower gain on debt extinguishment resulting from the partial repurchases of our 2025 Notes and 2027 Notes.

Provision for Income Taxes

Provision for income taxes during fiscal year ended June 30, 2025, consists of a current federal and state tax liability as a result of the mandatory R&D capitalization by the Tax Cuts and Jobs Act of 2017, which became effective for us beginning fiscal 2023. R&D expenses are capitalized and amortized over five years for domestic R&D and fifteen years for international R&D. The requirement increases our current year cash tax liabilities. The current tax liability was offset by the reduction to the net deferred tax liability.

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Non-GAAP Financial Measures

To supplement our 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 than similarly-titled measures used by other companies, are 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 assist investors in seeing our financial performance using a management view. 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):

Year ended June 30,

2025

2024

2023

Revenue

$

1,462,570

$

1,290,172

$

1,058,468

Gross profit

1,190,467

1,055,556

864,491

Add:

Depreciation and amortization (1)

42,298

44,722

42,967

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

9,920

9,594

9,428

Non-GAAP gross profit

$

1,242,685

$

1,109,872

$

916,886

Gross margin

81.4 

%

81.8 

%

81.7 

%

Non-GAAP gross margin

85.0 

%

86.0 

%

86.6 

%

(1) Consists of depreciation of property and equipment and amortization of developed technology, excluding amortization of capitalized internal-use software costs paid in cash.

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

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

Year ended June 30,

2025

2024

2023

Net cash provided by operating activities

$

350,644 

$

278,771 

$

187,768 

Purchases of property and equipment

(4,335)

(976)

(7,589)

Capitalization of internal-use software costs

(33,767)

(19,917)

(23,614)

Free cash flow

$

312,542 

$

257,878 

$

156,565 

Liquidity and Capital Resources

As of June 30, 2025, 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 $420.0 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 $180.0 million from 2021 Credit Facility (as defined below), as of June 30, 2025. Subsequently, in July 2025, the Company borrowed $150.0 million from the 2025 Credit Facility (as defined below). Our principal uses of cash are funding our operations and other working capital requirements, including the contractual and other obligations discussed below.

In December 2024, we issued $1.4 billion in aggregate principal amount of 0% convertible senior notes due 2030 (the 2030 Notes). The aggregate net proceeds from the offering of the 2030 Notes were approximately $1.38 billion, after deducting the debt discount and issuance costs totaling approximately $24.0 million. We used certain of the net proceeds to: (i) repurchase a portion of our outstanding 2025 Notes (as defined below) and 2027 Notes (as defined below) for $130.8 million and $408.6 million, respectively, (ii) repurchase $200.0 million of shares of common stock, and (iii) pay the cost of related capped call transactions in the amount of $93.0 million.

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.

As of June 30, 2025, our principal commitments to settle our contractual obligations consisted of our 2025 Notes, 2027 Notes, 2030 Notes, and outstanding borrowings from our 2021 Credit Facility, as further discussed below. For additional discussion about our Notes and Revolving Credit Facilities, refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In addition, we have minimum commitments under our noncancellable operating lease agreements and agreements with

72

certain vendors. There have been no material changes to our contractual obligations, commitments, or litigation from those disclosed in Note 14 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

In August 2024, our board of directors approved a new 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 2024 Share Repurchase Program). During the year ended June 30, 2025, we repurchased and subsequently retired 4,487,417 shares for $236.4 million, including the accrued excise tax, under the August 2024 Share Repurchase Program. As of June 30, 2025, approximately $65.0 million remained available for future share repurchases under the August 2024 Share Repurchase Program. In July 2025, we repurchased $65.0 million of our common stock under this program and completed the repurchase of shares under the August 2024 Share Repurchase Program. Previously, in December 2024, our board of directors approved the repurchase of up to an additional $200.0 million of our outstanding shares of common stock in connection with the issuance of the 2030 Notes. We repurchased 2,260,397 shares of our common stock for $201.2 million, including the accrued excise tax, in privately negotiated transactions concurrently with the pricing of, and using the 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 accumulated deficit on our consolidated balance sheets.

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 million of our outstanding shares of common stock (the 2025 Share Repurchase Program). 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. 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. The 2025 Share Repurchase Program has no mandated end date, may be suspended, discontinued or modified at any time, and does not obligate us to acquire any amount of common stock.

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):

Year ended June 30,

2025

2024

2023

Net cash provided by (used in):

Operating activities

$

350,644 

$

278,771 

$

187,768 

Investing activities

$

(817,390)

$

(409,374)

$

259,285 

Financing activities

$

666,522 

$

(742,599)

$

235,110 

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.

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Net cash provided by operating activities increased to $350.6 million during fiscal 2025 compared to $278.8 million during fiscal 2024. The net change was due mainly to the increase in our revenue during the year.

Net Cash Provided by (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 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 $817.4 million during fiscal 2025 compared to net cash used of $409.4 million during fiscal 2024. The net change was primarily due to the decrease in proceeds from maturities of corporate and customer short-term investments and increase in purchases of corporate and customer fund short-term investments, offset by the change in acquired card receivables.

Net Cash Provided by (Used in) Financing Activities

Our cash proceeds from our financing activities consist primarily of proceeds from issuance of convertible senior notes, and employee purchases of our common stock under our employee stock purchase plan. Our cash usage for our financing activities consists primarily of repurchase of convertible senior notes, repurchases of shares, purchase of capped calls, and convertible senior notes issuance costs. 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 provided by financing activities was $666.5 million during fiscal 2025 compared to net cash used of $742.6 million during fiscal 2024. The net change was primarily due to proceeds from issuance of convertible senior notes, the decrease in payments for repurchase of convertible senior notes and increase in prepaid card deposits, offset by the increase in repurchase of common stock, purchase of capped call, decrease in proceeds from line of credit borrowings and increase in customer fund deposit liability.

2030 Notes

On December 6, 2024, we issued $1.4 billion in aggregate principal amount of our 0% convertible senior notes due on April 01, 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 01, 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 130.00% 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. For additional discussion about our 2030 Notes and the capped call transactions, refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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

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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 our 2027 Notes and the capped call transactions, refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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. The 2025 Notes are convertible by the holders at their option during any calendar quarter after March 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 $160.88 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 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 2024, 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 $933.2 million, inclusive of transaction costs. Following each of the repurchases, we cancelled the repurchased 2025 Notes and, after such cancellation, $33.5 million aggregate principal amount of 2025 Notes remains outstanding. For additional discussion about our 2025 Notes and the capped call transactions, refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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 June 30, 2025. Revolving loans under the 2021 Credit Facility bear interest at a rate per annum determined by reference to either the SOFR Rate or an adjusted benchmark rate plus an applicable margin ranging from 2.65% to 2.75%, based on the outstanding principal amount and the date that principal amounts are outstanding. 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. Our 2021 Credit Facility matures in June 2026. For additional discussion about our 2021 Credit Facility, refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

2025 Credit Facility

On May 23, 2025, Odin Financing, LLC, our wholly-owned subsidiary, entered into a Revolving Credit Agreement (the 2025 Credit Facility and together with the 2021 Credit Facility, the Revolving Credit Facilities) with JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent, and the lenders party thereto, which provides for a total borrowing capacity of $300.0 million. In July 2025, we borrowed $150.0 million from the 2025 Credit Facility. 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

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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. Our 2025 Credit Facility matures on November 23, 2027. For additional discussion about our 2025 Credit Facility, refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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 $76.0 million as of June 30, 2025 and have not been recorded on our 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 June 30, 2025.

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 effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources as of June 30, 2025.

As of June 30, 2025, we, in partnership with the Issuing Banks and the Originating Bank Partner, had approximately $3.6 billion in unused credit available to spending businesses 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 and borrowers using our invoice financing product at any one time.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of these 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 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.

While our significant accounting policies are described in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we believe that the following critical accounting estimates are most important to understanding and evaluating our reported financial results.

Expected Credit Losses on Acquired Card Receivables

We acquire card receivables pursuant to our contracts with certain Issuing Banks. The acquired card receivables portfolio consists of a large group of smaller balances from spending businesses across a wide range of industries. The allowance for expected credit losses reflects our estimate of uncollectible balances resulting from credit losses and is based on the determination of the amount of expected credit losses inherent in the acquired card receivables as of the reporting date. An estimate of lifetime expected credit losses is performed by incorporating historical loss experience, as well as current and future economic conditions over a reasonable and supportable period beyond the balance sheet date. In estimating expected credit losses, we use models that entail a significant amount of judgment. The primary areas of judgment used in measuring the quantitative components of our reserves relate to the attributes used to segment the portfolio, the determination of the historical loss experience look-back period, and the weighting of historical loss experience by monthly cohort. We use these models and assumptions to determine the reserve rates applicable to the outstanding acquired card receivables balances to estimate reserves for expected credit losses. Based on historical loss experience, the probability of default varies by credit limit sizes, therefore the attribute used to segment the portfolio is the credit limit size of spending businesses. Our models use past loss experience to estimate the probability of default and exposure at default by credit limit size and aged balances. We also estimate the likelihood and magnitude of recovery of previously charged-off loans based on historical recovery experience. Additionally, management evaluates whether to include qualitative reserves to cover credit losses that are

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expected but may not be adequately represented in the quantitative methodology or the economic assumptions. The qualitative reserves address possible limitations within the models or factors not included within the models, such as macroeconomic conditions, changes in underwriting strategies, the nature and volume of the portfolio, and the volume and severity of past due accounts.

We review our assumptions periodically and the amount of allowance that we recorded may be impacted by actual performance of the acquired card receivables and changes in any of the assumptions used. In general, we charge-off card receivables after the balance becomes 120 days delinquent.

Goodwill

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 tariffs, volatility related to changes in rates of inflation, interest rates, 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.

Spending Businesses Rewards

Our BILL Spend and Expense product allows spending businesses to earn rewards based on transaction volume. The amount of rewards that a spending business earns varies based on the terms and conditions of the rewards program. The majority of our rewards are earned and paid based on fixed rates and are not subject to estimation uncertainty. The remaining rewards are earned through our reward points program and may be redeemed at varying rates based on the redemption method selected by the spending business. Redemption methods include statement credits, cash, travel, and gift cards. Determining a liability for the earned and outstanding rewards is a subjective process that requires the use of estimates and the exercise of significant judgment. We estimate the ultimate redemption cost of rewards points based on historical redemption trends. Our current assumption is that substantially all rewards earned will eventually be redeemed. We use the weighted-average redemption cost during the previous 12 months, adjusted as appropriate for recent changes in redemption costs, including changes related to the mix of rewards redeemed, to estimate future redemption costs. While the rewards liability is sensitive to changes in assumptions for redemption costs and involves significant judgment, we believe historical performance is the best indication of future rewards redemption behavior and therefore, it is the primary basis for our estimate.

Recent Accounting Pronouncements

See “The Company and its Significant Accounting Policies” Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of June 30, 2025.