BILL Holdings, Inc. (Form: 10-Q/A, Received: 08/24/2023 16:07:44)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q/A

(Amendment No. 2)

_____________________

(Mark One)


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

For the quarterly period ended December 31, 2022


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.

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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 January 27, 2023, the registrant had 106,385,536 shares of common stock, $0.00001 par value per share, outstanding.

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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-Q/A (this “Amendment No. 2”) amends the Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (the “Original Form 10-Q”), originally filed by BILL Holdings, Inc. (formerly, Bill.com Holdings, Inc.) (the “Company,” “we,” “us” or “our”) with the Securities and Exchange Commission (the “SEC”) on February 3, 2023, as amended by Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”), filed with the SEC on May 26, 2023. Unless otherwise indicated or unless the context requires otherwise, all references herein to this Quarterly Report on Form 10-Q, this Form 10-Q, this Quarterly Report and similar names refer to the Original Form 10-Q, as amended by Amendment No.1 and this Amendment No.2.

This Amendment No.2 is being filed to amend Part II, Item 5—Other Information to disclose the execution of a consulting agreement (the “Consulting Agreement”) and a related letter agreement (the “Letter Agreement”) between the Company and Bora Chung, the Company’s former Chief Experience Officer, on October 31, 2022.

Part II, Item 6—Exhibits also has been amended to include the Consulting Agreement, the Letter Agreement and currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The Consulting Agreement and the Letter Agreement are attached to this Amendment No. 2 as Exhibits 10.1 and 10.2 and the certifications are attached to this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2.

This Amendment No.2 is limited in scope to the portions of this Amendment set forth above, and does not modify, amend, or update in any way the any other items or disclosures contained in the Original Form 10-Q, as amended by Amendment No.1, including the condensed consolidated financial statements set forth in the Original Form 10-Q.

This Amendment No.2 has not been updated for other events or information subsequent to the date of the filing of the Original Form 10-Q, except as noted above, and should be read in conjunction with the Original Form 10-Q, as amended by Amendment No. 1, and our other filings with the SEC.

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BILL HOLDINGS, INC.

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		Page
Part II. OTHER INFORMATION		1
Item 5.	Other Information	1
Item 6.	Exhibits	1

SIGNATURES		3

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PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

Bora Chung Consulting Agreement

On August 18, 2022, the Company filed a Current Report on Form 8-K announcing the retirement of Bora Chung, its Chief Experience Officer. In connection therewith, on October 31, 2022, the Company and Ms. Chung entered into a Consulting Agreement pursuant to which Ms. Chung will serve as a consultant to the Company from October 31, 2022 until June 30, 2023 (the “Term") and a related Letter Agreement, which among other things, provides for a customary release of claims in favor of the Company.

The Consulting Agreement provides that (i) Ms. Chung’s equity awards, including her restricted stock units and options to purchase shares of the Company’s common stock, will continue to vest through the Term so long as Ms. Chung remains a consultant to the Company under the Consulting Agreement and (ii) the Company may also agree to pay Ms. Chung compensation in the form of cash consideration for specified services performed under the Consulting Agreement from time to time during the Term. Ms. Chung is not eligible to receive annual bonuses or long-term incentive equity grants from the Company.

The Company may terminate the Consulting Agreement (i) immediately if Ms. Chung commences an operational or executive role with any for-profit technology or financial services company or assumes any other role which may conflict with her advisory role with the Company, as determined by the CEO of the Company in their sole discretion or (ii) upon prior written notice to Ms. Chung at any time. Ms. Chung or the Company may also terminate the Consulting Agreement if the other party breaches any material term of the Consulting Agreement and fails to cure such breach within 10 days following written notice thereof. Upon a termination of the Consulting Agreement for any reason, any unvested portion of Ms. Chung’s equity awards will terminate, and any vested portion of such awards will be subject to the treatments on termination as described in the applicable award agreements governing such awards.

ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit
Number

Description

Form

File No.

Exhibit
Number

Filing Date

Filed
Herewith

10.1†

Consulting Agreement by and between the Registrant and Bora Chung.

10.2†

Letter Agreement by and between the Registrant and Bora Chung.

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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† Indicates management contract or compensatory plan.

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Amendment No. 2 and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

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SIGNATURES

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

August 24, 2023

By:

/s/ René Lacerte

(Date)

René Lacerte

Chief Executive Officer

(Principal Executive Officer)

August 24, 2023

By:

/s/ John Rettig

(Date)

John Rettig

Chief Financial Officer and Executive Vice
President, Finance and Operations

(Principal Financial Officer)

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into on the date specified in the signature block below (the “Effective Date”) between Bill.com, LLC., a Delaware limited liability company having its principal place of business at 6220 America Center Drive, Suite 100, San Jose, CA 95002 (“Company”), and Bora Chung, an individual having her principal place of business at the address provided in the signature block of this Agreement (“Executive Emeritus”).

Executive Emeritus has served as the Chief Experience Officer of the Company and wishes to retire from her employment with the Company effective October 31, 2022 (“Retirement Date”). The Company wishes to have Executive Emeritus continue to perform services for the Company as needed, subject to and in accordance with the terms and conditions of this Agreement.

THEREFORE, the parties agree as follows:

1.SERVICES.

1.1Services. Executive Emeritus will remain a full time employee of the Company until the Retirement Date. Following the Retirement Date and during the term of this Agreement, from time to time, Company may wish to have Executive Emeritus perform services (“Services”) for the Company as needed. Company and Executive Emeritus may execute one or more statements of work, substantially in the form attached hereto as Exhibit A, that describe the specific services to be performed by Executive Emeritus (as executed, a “Statement of Work”). The Statement of Work will also specify any deliverables or other materials to be delivered by the Executive Emeritus to the Company (individually or collectively, “Deliverables”) and any additional compensation to be paid by the Company for services performed under the Statement of Work. Each Statement of Work will expressly refer to this Agreement and will form a part of this Agreement. A Statement of Work may be amended only by written agreement of the parties.

2.PAYMENT

2.1Equity Compensation: In consideration for Executive Emeritus’ services provided hereunder and under any Statement of Work entered into under this Agreement, the Executive Emeritus’ Bill.com Holdings, Inc. (“BHI” and together with each of its wholly-owned subsidiaries, including the Company, the “Group Companies”) equity awards set forth on Exhibit B (the “Covered Awards”) will remain

outstanding following his/her retirement and shall continue to vest in accordance with the vesting schedule set forth in Exhibit B and the applicable award agreements governing such awards for so long as Executive Emeritus remains in service to the Company pursuant to this Agreement. In addition, for the avoidance of doubt, for so long as Executive Emeritus remains in service to the Company pursuant to this Agreement, Executive Emeritus shall be considered to be in “Service” to the Company for purposes of the applicable award agreements governing Executive Emeritus’ awards (and as such, e.g., outstanding options will not expire three (3) months following the Retirement Date) and that Executive Emeritus’ termination of Service under this Agreement shall constitute termination of “Service” under the applicable award agreements (and as such, e.g., outstanding options will expire three (3) months following the date of the Executive Emeritus’ termination of Service under this Agreement). The Company and Executive Emeritus may also agree to pay Executive Emeritus compensation in cash in consideration for services performed pursuant to Statements of Work, if any, entered into between the parties under this Agreement from time to time.

2.2Equipment. Executive Emeritus agrees to use her own equipment in connection with performance of the Services hereunder.

2.3Expenses. Unless otherwise specified in the Statement of Work, Company will not reimburse Executive Emeritus for any expenses incurred by

Executive Emeritus in connection with this Agreement or performing services hereunder.

2.4Payment Terms. Any fees and other amounts set forth in a Statement of Work, if any, are stated in and are payable in U.S. dollars. Unless otherwise provided in a Statement of Work, Executive Emeritus will invoice the Company on a monthly basis for all fees and expenses payable to Executive Emeritus. Company will pay the full amount of each such invoice within thirty (30) days following receipt thereof, except for any amounts that Company disputes in good faith. The parties will use their respective commercially reasonable efforts to promptly resolve any such payment disputes.

3.RELATIONSHIP OF THE PARTIES

3.1Independent Contractor. Executive Emeritus is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Executive Emeritus. Executive Emeritus has no authority to bind the Group Companies by contract or otherwise. Executive Emeritus will perform Services under the general direction of the Company, but Executive Emeritus will determine, in Executive Emeritus’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Executive Emeritus will at all times comply with applicable law.

3.2Taxes and Employee Benefits. Executive Emeritus will report to all applicable government agencies as income all compensation received by Executive Emeritus pursuant to this Agreement. Except as expressly stated herein and as set forth in the Separation Agreement between the Company and Executive Emeritus entered into on even date herewith, Executive Emeritus will not be entitled to any benefits paid or made available by the Group Companies to its employees, including, without limitation, any PTO or illness payments, or to participate in any plans, arrangements or distributions made by a Group Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Executive Emeritus will indemnify and hold the Group Companies harmless from and against all damages, liabilities, losses,

penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on any Group Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Executive Emeritus pursuant to this Agreement.

4.OWNERSHIP

4.1Disclosure of Work Product. Executive Emeritus will, as an integral part of the performance of Services, disclose in writing to Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that Executive Emeritus may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Executive Emeritus Work Product”). Executive Emeritus Work Product includes without limitation any Deliverables that Executive Emeritus delivers to Company pursuant to Section 1.1.

4.2Ownership of Executive Emeritus Work Product. Executive Emeritus and the Company agree that, to the fullest extent permitted by applicable law, each item of Executive Emeritus Work Product will be a work made for hire owned exclusively by Company. Executive Emeritus agrees that regardless of whether an item of Executive Emeritus Work Product is a work made for hire, all Executive Emeritus Work Product will be the sole and exclusive property of the Company. Executive Emeritus hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Executive Emeritus Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual

property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, Executive Emeritus will assist and cooperate with Company in all respects, will execute documents, and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Executive Emeritus Work Product. Executive Emeritus hereby appoints the officers of Company as Executive Emeritus’s attorney-in-fact to execute documents on behalf of Executive Emeritus for this limited purpose.

1.1Ownership of Executive Emeritus’s Intellectual Property. Subject to Company’s ownership in the Work Product described herein, Executive Emeritus shall retain ownership rights in and to: (a) the Services, including any updates or enhancements thereto; (b) any other software, applications, inventions or technology that Executive Emeritus can demonstrate in writing to be developed by Executive Emeritus independent of, or prior to, Executive Emeritus commencing performance of the Services under this Agreement (“Executive Emeritus IP”).

1.2Moral Rights. To the fullest extent permitted by applicable law, Executive Emeritus also hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Executive Emeritus or any Executive Emeritus Personnel may have in or with respect to any Executive Emeritus Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.”

1.3Related Rights. To the extent that Executive Emeritus owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, Executive Emeritus

IP or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), Executive Emeritus hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.

5.CONFIDENTIAL INFORMATION

5.1Confidential Information; Confidentiality Obligations. Each party understands that the other party (the “Disclosing Party”) has disclosed or may disclose to it (the “Receiving Party”) Confidential Information. For purposes of this Agreement, “Confidential Information” means and will include:

(i) any information, materials or knowledge regarding the Disclosing Party and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to the Receiving Party or to which it has access in connection with the Services; (ii) the Executive Emeritus Work Product; and (iii) the terms and conditions of this Agreement. Confidential Information will not include any information that:

(a) is or becomes part of the public domain through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Receiving Party rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Confidential Information of the Group Companies includes Work Product and other non-public data provided by any Group Company to Executive Emeritus to enable the provision of the Services. Each party agrees: (1) to hold the other party's Confidential Information in strict confidence;

(2) not to disclose such Confidential Information to any third parties (other than on a confidential basis

to its employees, Executive Emeritus, contractors agents and/or representatives (“Representatives”) in connection with the performance of the Receiving Party’s obligations under this Agreement or Statement(s) of Work); and (3) not to use any Confidential Information for any purpose except for the performance of its obligations under this Agreement or Statement(s) of Work; provided, however, that a Receiving Party may disclose the Disclosing Party’s Confidential Information to its Representatives if and only if such Representatives have a need to know the Confidential Information and only to the extent reasonably necessary to carry out the business purpose. Each Receiving Party further agrees to instruct all such Representatives of the confidential and proprietary nature of the Confidential Information, this Agreement and its terms, including that they may not use such Confidential Information for any purpose other than the business purpose, and (except as permitted by the terms of this Agreement) not to disclose such Confidential Information to any third party not authorized under this Agreement without the prior written consent of the Disclosing Party. Each Party shall remain responsible and liable for all actions and/or inactions of its Representatives, which are not in compliance with this Agreement. The commitments of each Party with respect to the other’s Confidential Information shall continue for a period of five (5) years from the date of disclosure thereof; provided, however, Confidential Information that constitutes and is identified as a trade secret shall remain subject to the commitments set forth in this Section 5 for so long as such Confidential Information remains a trade secret.

5.2Required Disclosure. In the event that the Receiving Party is requested or required under applicable law (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prompt written notice of such request or requirement, unless prohibited by law, so that the Disclosing Party may seek a protective order, confidential treatment or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order, confidential treatment or other remedy or the receipt

of a waiver by the Disclosing Party, the Receiving Party or its Representatives are requested or required under applicable law to make the disclosure and, in the reasonable opinion of legal counsel for such Receiving Party, legally compelled to disclose the Disclosing Party’s Confidential Information to any court or government authority, the Receiving Party may disclose to such tribunal or agency only that portion of the Disclosing Party’s Confidential Information which such counsel advises is legally required to be disclosed, provided that the Receiving Party exercises commercially reasonable efforts to preserve the confidentiality of the Disclosing Party’s Confidential Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other assurance that confidential treatment will be accorded the Disclosing Party’s Confidential Information.

5.3. Additional Executive Emeritus Confidentiality Obligations. Executive Emeritus agrees that Executive Emeritus will not improperly use, disclose, or induce any Group Company to use any confidential or proprietary information of any former or concurrent client of Executive Emeritus or other person or entity with which Executive Emeritus has an obligation to keep in confidence.

5.4 Return/Destruction of Confidential Information. A Disclosing Party may, at any time, deliver written notice to the Receiving Party of the Disclosing Party’s election to have all tangible materials (including without limitation paper and magnetic storage media) in the possession of the Receiving Party (or its Representatives) which contain, reﬂect, are based upon or derived from, in whole or in part, any of the Disclosing Party’s Confidential Information (“Confidential Materials”) either returned to the Disclosing Party or, at the Receiving Party’s election, destroyed. Upon receipt of such notice, the Receiving Party shall, within 20 calendar days, either: (1) return the Confidential Materials in its possession to the Disclosing Party and instruct its Representatives to do the same; (2) destroy the Confidential Materials in a secure manner and instruct its Representatives to do the same; or (3) at the Receiving Party’s election, take any combination of steps (1) and (2). Notwithstanding any return or destruction of Confidential Materials, each Receiving Party will continue to be bound by its

obligations under this Agreement with respect to the Disclosing Party’s Confidential Information, including all Confidential Information contained or reflected in such Confidential Materials.

6.WARRANTIES

6.1No Pre-existing Obligations. Executive Emeritus represents and warrants that Executive Emeritus has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Executive Emeritus’s performance of its obligations under this Agreement.

6.2Performance Standard. Executive Emeritus represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services.

6.3Non-infringement. Executive Emeritus represents and warrants that the Executive Emeritus Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Executive Emeritus Work Product is created, developed or supplied by Company or by a third party on behalf of Company.

6.4Network Security. If Executive Emeritus is provided access to any of Company’s networks or systems, Executive Emeritus shall comply with all Company security regulations and procedures that are applicable including entering into applicable non-disclosure and security agreements.

7.INDEMNITY

Executive Emeritus will defend, indemnify and hold Company harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action by a third party against Company that is based on a claim that any Services performed under this Agreement, or the results of or use by

Company of such Services (including any Executive Emeritus Work Product), infringe, misappropriate or violate such third party’s Intellectual Property Rights.

8.TERM AND TERMINATION

8.1Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect until June 30, 2023.

8.2Termination for Conflict. The Company may terminate this Agreement immediately if the Executive Emeritus commences an operational or executive role with any for-profit technology or financial services company or assumes any other role which may conflict with his/her advisory role with the Company, as determined by the Chief Executive Officer of the Company in their sole discretion.

8.3Termination for Breach. Either party may terminate this Agreement (including all Statements of Work) if the other party breaches any material term of this Agreement and fails to cure such breach within ten (10) days following written notice thereof from the non-breaching party.

8.4Termination for Convenience. The Company may terminate this Agreement (including all Statements of Work) for convenience at any time, upon written notice to Executive Emeritus. Company may also terminate an individual Statement of Work for convenience at any time, upon written notice to Executive Emeritus. Upon receipt of notice of termination for convenience, Executive Emeritus will immediately stop all work. Company will pay Executive Emeritus for all work accepted prior to the date of receipt of the termination notice and will pay for any work in progress as mutually agreed to by the parties.

8.5Effect of Termination. Upon expiration or termination of this Agreement, with immediate effect as of the expiration or termination date, any unvested portion of any then-outstanding Covered Awards shall forfeit and the vested portion of any then-outstanding Covered Awards shall be subject to the treatment(s) on termination as described in the applicable award agreements governing such Covered Awards. In addition, upon the expiration or

termination of this Agreement for any reason: (i) Executive Emeritus will promptly deliver to Company all Executive Emeritus Work Product, including all work in progress on any Executive Emeritus Work Product not previously delivered to Company, if any; (ii) Executive Emeritus will promptly deliver to Company all Confidential Information in Executive Emeritus’s possession or control; and (iii) Company will pay Executive Emeritus any accrued but unpaid fees due and payable to Executive Emeritus pursuant to Section 2 and Section 8.4.

8.6Survival. The rights and obligations of the parties under Sections 2, 3.2, 4, 5, 6.3, 6.4, 7, 8.5, 9, and 10 will survive the expiration or termination of this Agreement.

9.LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO THE OBLIGATIONS SET FORTH IN SECTION 7 (INDEMNITY) OR BREACH OF SECTIONS 5 (CONFIDENTIALITY) OR 6.4 (NETWORK SECURITY).

10.GENERAL

10.1. Assignment. Executive Emeritus may not assign or transfer this Agreement, in whole or in part, without Company’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

10.2 No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Company of any of its remedies

under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

10.3Equitable Remedies. Because the Services are personal and unique and because Executive Emeritus will have access to Confidential Information of Company, Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that Company may have for a breach of this Agreement at law or otherwise.

10.4Attorneys’ Fees. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.

10.5 Arbitration. Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in San Jose, California through JAMS, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement. Any arbitration may be initiated by a written demand to the other party. A neutral arbitrator shall be selected by both parties, and shall (a) have the authority to compel adequate discovery for the resolution of the dispute; (b) have the authority to award monetary damages and any and all other remedies that would be available in court, governed by the substantive laws of the State of California; and (c) issue a written arbitration decision

including the arbitrator’s essential findings and conclusions and a statement of the award. The parties shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law; provided, however, that either party may seek to obtain injunctive relief in court to prevent irreparable harm pending the conclusion of arbitration. The arbitrator's decision shall be final, binding, and conclusive. Except as otherwise provided herein, the parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. Except as otherwise provided herein, the parties expressly waive any entitlement to have such controversies decided by a court or a jury.

10.6Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

10.7Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

10.8Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

10.9Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be

deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

10.10 Compliance with Bill.com Policies. Executive Emeritus shall comply, during the term of this Agreement, with the Bill.com Code of Ethics and Business Conduct, including the policies referenced therein.

10.11 Entire Agreement. This Agreement, together with all Statements of Work, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. In the event of a conflict, the terms and conditions of each Statement of Work will take precedence over the terms and conditions of this Agreement. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.

10.12Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

{Signature Page Follows}

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY:

By: /s/ René Lacerte

Name: René Lacerte

Title: Chief Executive Oﬃcer

Date: October 31, 2022

EXECUTIVE EMERITUS:

By: /s/ Bora Chung

Name: Bora Chung

Date: October 31, 2022

October 31, 2022

Bora Chung

Re: Terms of Separation

Dear Bora:

This letter confirms the agreement (“Agreement”) between you and Bill.com, LLC (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

1.Separation Date: October 31, 2022 is your last day of employment with the Company (the “Separation Date”). You and the Company have entered into a separate Consulting Agreement effective as of October 31, 2022.

2.Acknowledgment of Payment of Wages: By your signature below, you acknowledge that on October 31, 2022, we provided you one or more final paychecks for all wages, salary, bonuses, commissions, reimbursable expenses previously submitted by you, accrued vacation (if applicable) and any similar payments due you from the Company as of the Separation Date. By signing below, you acknowledge that the Company does not owe you any other amounts. Please promptly submit for reimbursement all final outstanding expenses, if any.

3.Separation Compensation: In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees that upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay the insurance premiums to continue your existing health benefits for two (2) months following the Separation Date. You will remain responsible for, and must continue to pay, the portion of premiums, co-payments, etc. that you would have paid had your employment continued.

By signing below, you acknowledge that you are receiving the separation compensation outlined in this section in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation.

4.Proprietary Information: You hereby acknowledge that you are bound by the Employee Invention Assignment and Confidentiality Agreement dated October 29, 2019, incorporated by reference herein, and that as a result of your employment with the Company you have had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not make use of such Proprietary Information on behalf of anyone. You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Proprietary Information and that you have not taken with you any such documents or data or any reproduction thereof.

5.General Release and Waiver of Claims:

a.The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit sharing, stock, stock options or other

ownership interest in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company. To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or

Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

b.By signing below, you expressly waive any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

c.You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for unemployment benefits, workers’ compensation benefits, indemnity under California Labor Code Section 2802, or any claims for enforcement of this Agreement. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

6.Covenant Not to Sue:

a.To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.

b.Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

7.Protected Rights: You understand that nothing in the General Release and Waiver of Claims and Covenant Not to Sue sections above, or otherwise in this Agreement, limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board,

the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”). You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit your right to receive an award for information provided to any Government Agencies.

8.Non-disparagement: You agree that you will not make any negative or disparaging comments about the Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. In addition, you agree that you will not speak publicly to the media or anyone else, individually or through your legal or other representatives, about the Releasees. Nothing in this section shall prohibit you from providing truthful information in response to a subpoena or other legal process, or from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

9.Arbitration: Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in San Jose, California through JAMS, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement. Any arbitration may be initiated by a written demand to the other party. A neutral arbitrator shall be selected by both parties, and shall (a) have the authority to compel adequate discovery for the resolution of the dispute; (b) have the authority to award monetary damages and any and all other remedies that would be available in court, governed by the substantive laws of the State of California; and (c) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The parties shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law; provided, however, that either party may seek to obtain injunctive relief in court to prevent irreparable harm pending the conclusion of arbitration. The arbitrator's decision shall be final, binding, and conclusive. Except as otherwise provided herein, the parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. Except as otherwise provided herein, the parties expressly waive any entitlement to have such controversies decided by a court or a jury.

10.Attorneys’ Fees: If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

11.Confidentiality: The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order. You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your

separation from the Company. Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

12.No Admission of Liability: This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This Agreement shall be afforded the maximum protection allowable under California Evidence Code Section 1152 and/or any other state or federal provisions of similar effect.

13.Complete and Voluntary Agreement: This Agreement, together with the Employee Invention Assignment and Confidentiality Agreement dated October 29, 2019, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersede all prior negotiations and agreements, whether written or oral, relating to such subject matter. You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion. Notwithstanding this paragraph, nothing in this Agreement is intended to reduce in any way your post-employment obligations or restrictions, including any restrictive covenants.

14.Severability: The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

15.Modification; Counterparts; Facsimile/PDF Signatures: It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be admissible in any legal proceeding as if an original.

16.Review of Separation Agreement: You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this Agreement. You also understand you may revoke this Agreement within seven (7) days of signing this document and that you will only be entitled to the Separation Compensation pursuant to Section 3 upon the end of that seven (7) day revocation period.

17.Effective Date: This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you (the “Effective Date”).

18.Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

19.Notice and Cooperation: You agree that if you are solicited or contracted by any law firm or agent of any law firm regarding the Company or your employment with the Company, or if you are ordered or subpoenaed to testify or produce information in connection with any claim against the Company, you will immediately notify the Company by contacting the Company’s Chief Legal Officer. You also agree to make yourself fully and reasonably available to assist the Company and its representatives with any investigation or with its prosecution and/or defense of any legal proceedings involving matters of which you may have relevant knowledge.

20.Section 409A. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. To the extent payable by March 15 of the calendar year following the calendar year in which the Separation Date has occurred, the payments set forth in Section 3 are intended to be exempt from Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) under the “short- term deferral exception” set forth in Section 1.409A 1(b)(4) of the Treasury Regulations. To the extent one or more of the payments set forth in Section 3 do not satisfy the “short-term deferral exception”, such payments are intended to qualify as payments made as a result of an involuntary separation from service pursuant to Section 1.409A 1(b)(9) of the Treasury Regulations and are exempt from Section 409A. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Notwithstanding the foregoing, under no circumstances shall the Company, or any Releasee, have any liability to you by reason of any additional tax or penalty imposed on you pursuant to Section 409A or any comparable state tax law.

If you agree to abide by the terms outlined in this letter, please sign this letter below. I wish you the best in your future endeavors.

Sincerely,

Bill.com, LLC

By: /s/ René Lacerte

René Lacerte

Chief Executive Officer

READ, UNDERSTOOD AND AGREED

/s/ Bora Chung

Bora Chung

10/31/2022

Date

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, René Lacerte, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q/A of BILL Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

1.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

2.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

3.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

4.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

1.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

2.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:			August 24, 2023


BILL Holdings, Inc.

/s/ René Lacerte
René Lacerte
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Rettig, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q/A of BILL Holdings, Inc.;

2.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:			August 24, 2023


BILL Holdings, Inc.

/s/ John Rettig
John Rettig
Chief Financial Officer and Executive Vice President, Finance and Operations
(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, René Lacerte, Chief Executive Officer of BILL Holdings, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.The Quarterly Report on Form 10-Q/A of the Company for the fiscal quarter ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company.


Date:			August 24, 2023


BILL Holdings, Inc.

/s/ René Lacerte
René Lacerte
Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John Rettig, Chief Financial Officer of BILL Holdings, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

2.The information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company.


Date:			August 24, 2023


BILL Holdings, Inc.

/s/ John Rettig
John Rettig
Chief Financial Officer and Executive Vice President, Finance and Operations
(Principal Financial Officer)