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0001786352FALSE00017863522025-02-062025-02-0600017863522025-11-062025-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2025
____________________________________
BILL Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
____________________________________
Delaware 001-39149 83-2661725
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
6220 America Center Drive, Suite 100
San Jose, California
95002
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (650) 621-7700
(Former Name or Former Address, if Changed Since Last Report)
____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐



Item 2.02 Results of Operations and Financial Condition.
On November 6, 2025, BILL Holdings, Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the first fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
The Company makes reference to certain non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the press release attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number
Description
99.1
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.



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 thereunto duly authorized.
BILL HOLDINGS, INC.
Date: November 6, 2025 By:
/s/ Rohini Jain
Rohini Jain
Chief Financial Officer

EX-99.1 2 bill-2025930xexx991.htm EX-99.1 Document

bill.jpg
BILL Reports First Quarter Fiscal Year 2026 Financial Results
•Q1 Core Revenue Increased 14% Year-Over-Year
•Q1 Total Revenue Increased 10% Year-Over-Year
•Announced three marquee Embed 2.0 Partnerships with NetSuite, Paychex, and Acumatica
SAN JOSE, Calif.--(BUSINESS WIRE) – November 6, 2025 – BILL (NYSE: BILL), the intelligent finance platform trusted by half a million businesses to manage, move and maximize their money, today announced financial results for the first fiscal quarter ended September 30, 2025.

“We started fiscal 2026 with strong momentum, expanding BILL’s reach and delivering a significant beat on profitability, all while leading a new era of intelligent financial operations powered by BILL AI Agents," said René Lacerte, BILL CEO and Founder. "Through new partnerships with NetSuite, Paychex and Acumatica - 3 of the most trusted platforms serving small and midsize companies - we’re meeting more businesses where they work and embedding BILL directly into their tech stack. Our AI Agents are an important breakthrough, enabling touchless B2B transactions that simplify operations and drive efficiency at scale. We’re putting Fortune 500 capabilities into the hands of the Fortune 5 Million, empowering them to operate with speed and sophistication, and Q1 was an important milestone on that path.”

“We extended our strong track record of delivering on our commitments. In Q1, we drove revenue and profitability that are ahead of our expectations while making great progress towards our fiscal 2026 priorities," said Rohini Jain, BILL CFO. “Our focused execution and disciplined approach to expenses enabled us to land a strong quarter. As we look ahead, we are confident in our ability to unlock additional efficiencies, strengthen our value proposition for SMBs, and drive greater shareholder value.”

Financial Highlights for the First Quarter of Fiscal Year 2026:
•Total revenue was $395.7 million, an increase of 10% year-over-year.
•Core revenue, which consists of subscription and transaction fees, was $358.0 million, an increase of 14% year-over-year. Subscription fees were $70.8 million, up 5% year-over-year. Transaction fees were $287.2 million, up 16% year-over-year.
•Float revenue, which consists of interest on funds held for customers, was $37.7 million.
•Gross profit was $318.7 million, representing an 80.5% gross margin, compared to $293.8 million, or an 82.0% gross margin, in the first quarter of fiscal 2025. Non-GAAP gross profit was $332.1 million, representing an 83.9% non-GAAP gross margin, compared to $307.0 million, or an 85.7% non-GAAP gross margin, in the first quarter of fiscal 2025.
•Operating loss was $20.7 million, compared to an operating loss of $7.7 million in the first quarter of fiscal 2025. Non-GAAP operating income was $68.2 million, compared to $67.1 million in the first quarter of fiscal 2025, an increase of 2% year-over-year.
•Net loss was $3.0 million, or $(0.03) per basic and diluted share, compared to net income of $8.9 million, or $0.08 per basic and diluted share in the first quarter of fiscal 2025. Non-GAAP net income was $70.2 million, or $0.61 per diluted share, compared to non-GAAP net income of $68.6 million, or $0.63 per diluted share, in the first quarter of fiscal 2025.
Business Highlights and Recent Developments:
•Served 498,100 businesses using our solutions as of the end of the first quarter.1
•Processed $89 billion in total payment volume in the first quarter, an increase of 12% year-over-year.
•Processed 33 million transactions during the first quarter, an increase of 16% year-over-year.
•Added Peter Feld, Managing Member, Portfolio Manager, and Head of Research at Starboard Value, and Lee Kirkpatrick, former Chief Financial Officer of Twilio, to our board of directors.
1 Businesses using more than one of our solutions are included separately in the total for each solution utilized.



Financial Outlook
We are providing the following guidance for the fiscal second quarter ending December 31, 2025 and the full fiscal year ending June 30, 2026.
Q2 FY26
Guidance
FY26
Guidance
Total revenue (millions)
$394.5 - $404.5
$1,596.5 - $1,626.5
Year-over-year total revenue growth
9% - 12%
9% - 11%
Core revenue (millions)
$359.0 - $369.0
$1,462.5 - $1,492.5
Year-over-year core revenue growth
12% - 15%
12% - 15%
Non-GAAP operating income (millions)
$62.5 - $67.5
$256.5 - $276.5
Non-GAAP net income (millions)
$62.5 - $66.5
$249.0 - $265.0
Non-GAAP net income per diluted share
$0.54 - $0.57
$2.11 - $2.25
The outlook for non-GAAP net income and non-GAAP net income per diluted share includes a non-GAAP provision for income taxes of 20%. The outlook for non-GAAP net income per diluted share does not take any future repurchases of BILL shares into account, as its impact on a per diluted share basis is not reasonably estimable.
These statements are forward-looking and actual results may differ materially. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.
BILL has not provided a reconciliation of its non-GAAP operating income, non-GAAP net income or non-GAAP net income per share guidance to the most directly comparable GAAP measures because certain items excluded from GAAP cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.
Conference Call and Webcast Information
In conjunction with this announcement, BILL will host a conference call for investors at 1:30 p.m. PT (4:30 p.m. ET) today to discuss fiscal first quarter 2026 results and our outlook for the fiscal second quarter ending December 31, 2025 and fiscal year ending June 30, 2026. The live webcast and a replay of the webcast will be available at the Investor Relations section of BILL’s website: https://investor.bill.com/events-and-presentations/default.aspx.
About BILL
BILL (NYSE: 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 AI to deliver strategic finance capabilities in one integrated platform that includes AP, AR, expenses, forecasting, procurement and more. With a member network of more than 8 million, BILL’s platform processes ~1% of US GDP annually. Headquartered in San Jose, California, BILL is a trusted partner of leading U.S. financial institutions, accounting firms, and software providers. For more information, visit bill.com.
Note on Forward-Looking Statements
This press release and the accompanying conference call contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements other than statements of historical facts, and statements in the future tense. Forward-looking statements are based on our expectations as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond our control. These statements include, but are not limited to, statements regarding our expectations of future performance, including guidance for our total revenue, core revenue, non-GAAP operating income, non-GAAP net income, and non-GAAP net income per diluted share for the fiscal second quarter ending December 31, 2025 and full fiscal year ending June 30, 2026, our planned investments in fiscal year 2026, our revenue growth and profitability profile in future years, activity under our share repurchase program, and our expectations for the growth of demand for our platform and the expansion of our customers’ utilization of our services.



These risks and uncertainties include, but are not limited to macroeconomic factors, including changes in interest rates, significant political and regulatory developments or changes in trade policy, including government budget cuts, government shutdowns, the imposition of tariffs and other trade barriers, inflationary, recessionary, and volatile market environments, as well as fluctuations in foreign exchange rates, our history of operating losses, our recent rapid growth, the large sums of customer funds that we transfer daily, the risk of loss, errors and fraudulent activity, credit risk related to our BILL Divvy Cards and our invoice financing offering, our ability to attract new customers and convert trial customers into paying customers, our expectations for developing and deploying AI agents and other AI tools, our ability to invest in our business and develop new products and services, increased competition or new entrants in the marketplace, potential impacts of acquisitions, investments and other strategic transactions, changes to card network rules and interchange fee rates, our relationships with accounting firms, financial institutions and software providers, the global impacts of ongoing geopolitical conflicts, the actual and expected impacts of the above factors on the SMBs we serve and other risks detailed in the registration statements and periodic reports we file with the Securities and Exchange Commission (SEC), including our quarterly and annual reports, which may be obtained on the Investor Relations section of BILL’s website (https://investor.bill.com/financials/sec-filings/default.aspx) and on the SEC website at www.sec.gov. You should not rely on these forward-looking statements, as actual results may differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on information available to us as of the date hereof. We assume no obligation to update or revise the forward-looking statements contained in this press release or the accompanying conference call because of new information, future events, or otherwise.
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain, and the conference call will contain, non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share, basic and diluted. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool.
We exclude the following items from non-GAAP gross profit and non-GAAP gross margin:
•stock-based compensation and related payroll taxes
•depreciation and amortization
We exclude the following items from non-GAAP operating expenses and non-GAAP operating income:
•stock-based compensation and related payroll taxes
•depreciation and amortization
•restructuring
•professional advisory fees related to shareholders' activism
We exclude the following items from non-GAAP net income and non-GAAP net income per share:
•stock-based compensation expense and related payroll taxes
•depreciation and amortization
•restructuring
•professional advisory fees related to shareholders' activism
•gain on debt extinguishment
•amortization of debt issuance costs
•non-GAAP provision for income taxes
It is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. We also periodically review our non-GAAP financial measures and may revise these measures to reflect changes in our business or otherwise, including our blended U.S. statutory tax rate.
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 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 adjust the following items from one or more of our non-GAAP financial measures:
Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses. We exclude stock-based compensation, which is a non-cash expense, and related payroll taxes from certain of our non-GAAP financial measures because we believe that excluding these items provide meaningful supplemental information regarding operational performance. In particular, companies calculate stock-based compensation expenses using a variety of valuation methodologies and subjective assumptions while the related payroll taxes are dependent on the price of our common stock and other factors that are beyond our control and do not correlate to the operation of our business.
Depreciation and amortization. We exclude depreciation and amortization from certain of our non-GAAP financial measures because we believe that excluding this non-cash charge provides meaningful supplemental information regarding operational performance. Depreciation and amortization do not include amortization of capitalized internal-use software costs paid in cash.
Restructuring. We exclude costs incurred in connection with formal restructuring plans from certain of our non-GAAP financial measures because these costs are atypical and would have not otherwise been incurred in the normal course of our business operations.
Professional advisory fees related to shareholders' activism. We exclude costs associated with incremental professional advisory fees incurred in connection with activist shareholders, as these costs are atypical and do not reflect costs incurred from the Company’s regular engagement with shareholders.
Gain on debt extinguishment. We exclude gain on debt extinguishment associated with our repurchases of certain of our outstanding convertible senior notes because we believe that excluding this non-cash gain provides better insight regarding our operational performance.
Amortization of debt issuance costs. We exclude amortization of debt issuance costs associated with our issuance of our convertible senior notes and credit arrangement from certain of our non-GAAP financial measures because we believe that excluding this non-cash interest expense provides meaningful supplemental information regarding our operational performance.
Non-GAAP provision for income taxes. Consists of assumed provision for income taxes based on the statutory tax rate taking into consideration the nature of the taxed item and the relevant taxing jurisdiction.
There are material limitations associated with the use of non-GAAP financial measures since they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements. Please see the reconciliation tables at the end of this release for the reconciliation of GAAP and non-GAAP results.
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.

IR Contact:

Jun Wang
junwang@hq.bill.com

Press Contact:

Lauren Johns
pr@hq.bill.com
Source: BILL



BILL HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
September 30,
2025
June 30,
2025
ASSETS
Current assets:
Cash and cash equivalents $ 1,099,628  $ 1,038,346 
Short-term investments 1,215,339  1,180,110 
Accounts receivable, net 32,113  32,341 
Acquired card receivables, net 738,765  685,108 
Prepaid expenses and other current assets 269,326  258,418 
Funds held for customers 3,974,674  4,044,470 
Total current assets 7,329,845  7,238,793 
Non-current assets:
Operating lease right-of-use assets, net 54,066  56,086 
Property and equipment, net 128,957  116,611 
Intangible assets, net 207,640  222,805 
Goodwill 2,396,509  2,396,509 
Other assets 34,228  33,178 
Total assets $ 10,151,245  $ 10,063,982 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,999  $ 16,293 
Accrued compensation and benefits 35,950  39,581 
Deferred revenue 20,782  22,435 
Other accruals and current liabilities 306,405  252,455 
Borrowings from credit facilities —  180,005 
Convertible senior notes, net 33,446  33,421 
Customer fund deposits 3,974,674  4,044,470 
Total current liabilities 4,378,256  4,588,660 
Non-current liabilities:
Deferred revenue 346  285 
Operating lease liabilities 55,947  58,372 
Borrowings from credit facilities 330,003  — 
Convertible senior notes, net 1,502,321  1,501,044 
Other long-term liabilities 1,661  1,581 
Total liabilities 6,268,534  6,149,942 
Stockholders' equity:
Common stock
Additional paid-in capital 5,464,986  5,414,645 
Accumulated other comprehensive income 13,202  10,197 
Accumulated deficit (1,595,479) (1,510,804)
Total stockholders' equity 3,882,711  3,914,040 
Total liabilities and stockholders' equity $ 10,151,245  $ 10,063,982 



BILL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except per share amounts)
Three Months Ended
September 30,
2025 2024
Revenue
Subscription and transaction fees (1)
$ 358,005  $ 314,943 
Interest on funds held for customers 37,736  43,507 
Total revenue 395,741  358,450 
Cost of revenue
Service costs (1)
66,066  53,602 
Depreciation and amortization (2)
10,937  11,094 
Total cost of revenue 77,003  64,696 
Gross profit 318,738  293,754 
Operating expenses
Research and development (1)
80,289  78,685 
Sales and marketing (1)
149,216  126,322 
General and administrative (1)
76,919  66,771 
Provision for expected credit losses 16,096  20,661 
Depreciation and amortization (2)
8,067  9,013 
Restructuring 8,870  — 
Total operating expenses 339,457  301,452 
Operating loss (20,719) (7,698)
Other income, net 17,906  17,878 
Income (loss) before provision for income taxes (2,813) 10,180 
Provision for income taxes 149  1,268 
Net income (loss) $ (2,962) $ 8,912 
Net income (loss) per share attributable to common stockholders:
Basic $ (0.03) $ 0.08 
Diluted $ (0.03) $ 0.08 
Weighted-average number of common shares used to compute net income (loss) per share attributable to common stockholders:
Basic 101,922  105,672 
Diluted 101,922  107,322 
______________________________________
(1) Includes stock-based compensation charged to revenue and expenses as follows (in thousands):
Three Months Ended
September 30,
2025 2024
Revenue - subscription and transaction fees $ 609  $ 527 
Cost of revenue - service costs 2,345  2,145 
Research and development 25,900  23,635 
Sales and marketing 9,626  10,795 
General and administrative 20,325  17,555 
 Total stock-based compensation
$ 58,805  $ 54,657 
(2) Depreciation and amortization do not include amortization of capitalized internal-use software costs paid in cash of $4.5 million and $3.8 million during the three months ended September 30, 2025 and 2024, respectively, which are included in service costs in the condensed consolidated statements of operations.



BILL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three Months Ended
September 30,
2025 2024
Cash flows from operating activities:
Net income (loss) $ (2,962) $ 8,912 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation 58,805  54,657 
Amortization of intangible assets 15,165  16,938 
Depreciation of property and equipment 3,839  3,169 
Amortization of capitalized internal-use software costs and other paid in cash 4,507  3,944 
Amortization of debt discount and issuance costs 1,610  895 
Accretion of discount on investments in marketable debt securities (7,464) (12,241)
Accretion of discount on loans held for investment (6,533) (4,631)
Provision for expected credit losses on acquired card receivables and other financial assets 16,096  20,661 
Non-cash operating lease expense 2,019  2,045 
Other 368  172 
Changes in assets and liabilities:
Accounts receivable 273  (4,028)
Prepaid expenses and other current assets 5,403  (1,143)
Other assets (1,378) 6,910 
Accounts payable (9,797) 3,804 
Other accruals and current liabilities 20,826  (9,791)
Operating lease liabilities (2,331) (2,348)
Deferred revenue (1,591) 657 
Net cash provided by operating activities 96,855  88,582 
Cash flows from investing activities:
Purchases of corporate and customer fund short-term investments (372,347) (637,992)
Proceeds from maturities and sales of corporate and customer fund short-term investments 328,254  563,677 
Purchases of loans held for investment (241,680) (181,686)
Principal repayments of loans held for investment 244,471  171,987 
Acquired card receivables, net (52,826) (47,968)
Purchases of property and equipment (1,299) (17)
Capitalization of internal-use software costs (13,294) (7,039)
Other —  (500)
Net cash used in investing activities (108,721) (139,538)



Three Months Ended
September 30,
2025 2024
Cash flows from financing activities:
Customer fund deposits liability and other (68,715) 78,512 
Prepaid card deposits 16,764  11,322 
Repurchase of common stock (83,145) (200,002)
Proceeds from line of credit borrowings 150,000  — 
Proceeds from exercise of stock options 276  1,017 
Tax withholdings related to net share settlements of equity awards (14,080) (1,304)
Proceeds from issuance of common stock under the employee stock purchase plan —  5,302 
Net cash provided by (used in) financing activities 1,100  (105,153)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 75  (127)
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents (10,691) (156,236)
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period 3,550,885  3,351,399 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 3,540,194  $ 3,195,163 
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above:
Cash and cash equivalents $ 1,099,628  $ 853,470 
Restricted cash included in other current assets 111,842  148,660 
Restricted cash included in other assets 4,885  5,297 
Restricted cash and restricted cash equivalents included in funds held for customers 2,323,839  2,187,736 
Total cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period $ 3,540,194  $ 3,195,163 




BILL HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands except percentages and per share amounts)
Three Months Ended
September 30,
2025 2024
Reconciliation of gross profit:
GAAP gross profit $ 318,738 $ 293,754
Add:
Depreciation and amortization (1)
10,937 11,094
Stock-based compensation and related payroll taxes charged to cost of revenue 2,405 2,183
Non-GAAP gross profit $ 332,080 $ 307,031
GAAP gross margin 80.5  % 82.0  %
Non-GAAP gross margin 83.9  % 85.7  %
___________________
(1) Consists of depreciation of property and equipment and amortization of developed technology, excluding amortization of capitalized internal-use software costs paid in cash of $4.5 million and $3.8 million during the three months ended September 30, 2025 and 2024, respectively, which are included in service costs in the condensed consolidated statements of operations.
Three Months Ended
September 30,
2025 2024
Reconciliation of operating expenses:
GAAP research and development expenses $ 80,289  $ 78,685 
Less - stock-based compensation and related payroll taxes (26,429) (23,976)
Non-GAAP research and development expenses $ 53,860  $ 54,709 
GAAP sales and marketing expenses $ 149,216  $ 126,322 
Less - stock-based compensation and related payroll taxes (9,801) (10,894)
Non-GAAP sales and marketing expenses $ 139,415  $ 115,428 
GAAP general and administrative expenses $ 76,919  $ 66,771 
Less:
Stock-based compensation and related payroll taxes (20,602) (17,718)
Restructuring —  92 
Professional advisory fees related to shareholders' activism (1,844) — 
Non-GAAP general and administrative expenses $ 54,473  $ 49,145 
Three Months Ended
September 30,
2025 2024
Reconciliation of operating loss:
GAAP operating loss $ (20,719) $ (7,698)
Add:
Depreciation and amortization (1)
19,004  20,107 
Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses
59,237  54,771 
Restructuring 8,870  (92)
Professional advisory fees related to shareholders' activism 1,844  — 
Non-GAAP operating income $ 68,236  $ 67,088 
___________________
(1) Excludes amortization of capitalized internal-use software costs paid in cash of $4.5 million and $3.8 million during the three months ended September 30, 2025 and 2024, respectively.



Three Months Ended
September 30,
2025 2024
Reconciliation of net income (loss):
GAAP net income (loss) $ (2,962) $ 8,912 
Add - GAAP provision for income taxes 149  1,268 
Income (loss) before taxes (2,813) 10,180 
Add (less):
Depreciation and amortization (1)
19,004  20,107 
Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses 59,237  54,771 
Restructuring 8,870  (92)
Professional advisory fees related to shareholders' activism 1,844  — 
Gain on debt extinguishment, net of change on mark to market derivatives —  (78)
Amortization of debt issuance costs 1,610  894 
Non-GAAP net income before non-GAAP tax adjustments 87,752  85,782 
Non-GAAP provision for income taxes (2)
(17,550) (17,156)
Non-GAAP net income $ 70,202  $ 68,626 
___________________
(1) Excludes amortization of capitalized internal-use software costs paid in cash of $4.5 million and $3.8 million during the three months ended September 30, 2025 and 2024, respectively.
(2) The non-GAAP provision for income taxes is calculated using a blended tax rate of 20%, taking into consideration the nature of the taxed item and the applicable statutory tax rate in each relevant taxing jurisdiction.
Three Months Ended
September 30,
2025 2024
Reconciliation of net income (loss) per share attributable to
   common stockholders, basic and diluted:
GAAP net income (loss) per share attributable to common stockholders, basic and diluted $ (0.03) $ 0.08 
Add - GAAP provision for income taxes 0.00  0.01 
Income (loss) before taxes (0.03) 0.09 
Add:
Depreciation and amortization (1)
0.19  0.19 
Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses 0.57  0.53 
Restructuring 0.09  0.00 
Professional advisory fees related to shareholders' activism 0.02  — 
Gain on debt extinguishment, net of change on mark to market derivatives —  0.00 
Amortization of debt issuance costs 0.02  0.01 
Non-GAAP net income before non-GAAP tax adjustments per share attributable to common stockholders, basic $ 0.86  $ 0.81 
Non-GAAP net income before non-GAAP tax adjustments per share attributable to common stockholders, diluted $ 0.76  $ 0.78 
Less - Non-GAAP provision for income taxes (0.17) (0.16)
Non-GAAP net income per share attributable to common stockholders, basic $ 0.69  $ 0.65 
Non-GAAP net income per share attributable to common stockholders, diluted $ 0.61  $ 0.63 
___________________
(1) Excludes amortization of capitalized internal-use software costs paid in cash of $4.5 million and $3.8 million during the three months ended September 30, 2025 and 2024, respectively.
Three Months Ended
September 30,
2025 2024
Shares used to compute GAAP and non-GAAP net income (loss) per share attributable to common stockholders, basic 101,922  105,672 
Shares used to compute GAAP net income (loss) per share attributable to common stockholders, diluted 101,922  107,322 
Shares used to compute non-GAAP net income per share attributable to common stockholders, diluted 115,487  109,749 



BILL HOLDINGS, INC.
FREE CASH FLOW
(Unaudited, in thousands)
Three Months Ended
September 30,
2025 2024
Net cash provided by operating activities $ 96,855  $ 88,582 
Purchases of property and equipment (1,299) (17)
Capitalization of internal-use software costs (13,294) (7,039)
Free cash flow $ 82,262  $ 81,526