Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) 83 Report of Predecessor Auditor (PCAOB ID: 42) # Consolidated Balance Sheets 86 Consolidated Statements of Operations 87 Consolidated Statements of Comprehensive Income (Loss) 88 Consolidated Statements of Stockholders' Equity 89 Consolidated Statements of Cash Flows 90 Notes to Consolidated Financial Statements 91 Note 1 – The Company and Its Significant Accounting Policies 91 Note 2 – Revenue 100 Note 3 – Fair Value Measurement 102 Note 4 – Short-Term Investments and Funds Held for Customers 104 Note 5 – Acquired Card Receivables 106 Note 6 – Loans Held for Investment 107 Note 7 – Property and Equipment 109 Note 8 – Goodwill and Intangible Assets 109 Note 9 – Debt and Bank Borrowings 111 Note 10 – Stockholders' Equity 116 Note 11 – Other Income, Net 118 Note 12 – Income Taxes 119 Note 13 – Leases 122 Note 14 – Commitments and Contingencies 123 Note 15 – Restructuring 124 Note 16 – Net Income (Loss) Per Share Attributable to Common Stockholders 125 82 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of BILL Holdings, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of BILL Holdings, Inc. and its subsidiaries (the "Company") as of June 30, 2026 and 2025, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 83 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition As described in Notes 1 and 2 to the consolidated financial statements, the Company enters into contracts with small and midsize businesses (SMB) and accounting firm customers to provide access to the functionality of the Company's cloud-based payments platform to process transactions. The Company charges its SMB and accounting firm customers subscription fees for access to its platform either based on the number of users or per customer account and the level of service. The Company generally also charges customers transaction fees based on transaction volume and the category of transaction. The contractual price for subscription and transaction services is based on either negotiated fees or the rates published on the Company's website. The Company accounts for its annual and monthly contracts as a series of distinct services that are satisfied over time. The Company enables SMB and accounting firm customers to make virtual card payments to their suppliers. The Company also facilitates the extension of credit to spending businesses through the BILL Spend and Expense product in the form of BILL Divvy Cards. For each virtual card and BILL Divvy Card transaction, suppliers are required to pay interchange fees to the issuer of the card. Based on the Company's agreements with its Issuing Banks, the Company recognizes the interchange fees as revenue gross or net of fees paid to the Issuing Bank based on the Company's determination of whether it is the principal or agent under the agreements. The Company enters into multi-year contracts with financial institution customers to provide them with access to the Company's cloud-based payments platform. These contracts typically include fees for initial implementation services that are paid during the period the implementation services are provided as well as fees for subscription and transaction processing services, which are subject to guaranteed minimum fees that are paid over the contract term. The Company also earns revenue from interest earned on funds held for customers that are initially deposited into the Company's bank accounts that are separate from the Company's operating cash accounts until remitted to the customers or their suppliers. Interest and fees earned are recognized based on the effective interest method and also include the accretion of discounts and the amortization of premiums on marketable debt securities. The Company's revenue was $1,653 million for the year ended June 30, 2026. The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company's revenue recognition. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. These procedures also included, among others (i) for certain revenue streams, testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as user agreements and third-party bank statements; (ii) for certain revenue streams, developing an independent expectation of revenue, generally based on transaction volume and historical or contractual pricing, and comparing the result to revenue recognized; (iii) for certain revenue streams, confirming total revenue recognized for the year ended June 30, 2026; and (iv) for certain revenue streams, testing the collection of cash receipts during the year and accounts receivable balances as of June 30, 2026 for amounts not yet collected. 84 /s/ PricewaterhouseCoopers LLP San Jose, California August 20, 2026 We have served as the Company’s auditor since 2023. 85 BILL HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) June 30, 2026 2025 ASSETS Current assets: Cash and cash equivalents $ 1,031,053 $ 1,038,346 Short-term investments 906,456 1,180,110 Accounts receivable, net 30,995 32,341 Acquired card receivables, net of allowances of $13,742 and $15,020 as of June 30, 2026 and 2025, respectively 811,807 685,108 Prepaid expenses and other current assets 302,158 258,418 Funds held for customers 4,352,633 4,044,470 Total current assets 7,435,102 7,238,793 Non-current assets: Operating lease right-of-use assets, net 47,821 56,086 Property and equipment, net 144,945 116,611 Intangible assets, net 162,146 222,805 Goodwill 2,396,509 2,396,509 Other assets 31,616 33,178 Total assets $ 10,218,139 $ 10,063,982 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 9,637 $ 16,293 Accrued compensation and benefits 32,930 39,581 Deferred revenue 19,377 22,435 Other accruals and current liabilities 387,259 252,455 Borrowings from credit facilities — 180,005 Convertible senior notes, net 123,057 33,421 Customer fund deposits 4,352,633 4,044,470 Total current liabilities 4,924,893 4,588,660 Non-current liabilities: Deferred revenue 333 285 Operating lease liabilities 48,468 58,372 Borrowings from credit facilities 330,000 — Convertible senior notes, net 1,383,066 1,501,044 Other long-term liabilities 777 1,581 Total liabilities 6,687,537 6,149,942 Commitments and contingencies (Note 14) Stockholders' equity: Preferred stock: $0.00001 par value per share; 10,000 shares authorized; none issued and outstanding — — Common stock; $0.00001 par value per share; 500,000 shares authorized; 92,063 and 103,012 shares issued and outstanding at June 30, 2026 and 2025, respectively 2 2 Additional paid-in capital 5,626,327 5,414,645 Accumulated other comprehensive income (loss) (6,415) 10,197 Accumulated deficit (2,089,312) (1,510,804) Total stockholders' equity 3,530,602 3,914,040 Total liabilities and stockholders' equity $ 10,218,139 $ 10,063,982 See accompanying notes to consolidated financial statements. 86 BILL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year endedJune 30, 2026 2025 2024 Revenue Subscription and transaction fees $ 1,504,749 $ 1,300,804 $ 1,122,733 Interest on funds held for customers 148,411 161,766 167,439 Total revenue 1,653,160 1,462,570 1,290,172 Cost of revenue Service costs 265,808 229,805 189,894 Depreciation and amortization (1) 49,487 42,298 44,722 Total cost of revenue 315,295 272,103 234,616 Gross profit 1,337,865 1,190,467 1,055,556 Operating expenses Research and development 300,571 340,059 336,754 Sales and marketing 616,211 543,711 478,540 General and administrative 299,410 281,913 277,662 Provision for expected credit losses 71,056 72,749 60,105 Depreciation and amortization (1) 33,169 32,637 49,072 Restructuring 90,895 — 27,587 Total operating expenses 1,411,312 1,271,069 1,229,720 Operating loss (73,447) (80,602) (174,164) Other income, net 63,316 111,012 147,845 Income (loss) before provision for income taxes (10,131) 30,410 (26,319) Provision for income taxes 1,110 6,611 2,559 Net income (loss) $ (11,241) $ 23,799 $ (28,878) Net income (loss) per share attributable to common stockholders: Basic $ (0.11) $ 0.23 $ (0.27) Diluted $ (0.11) $ (0.07) $ (0.27) Weighted-average number of common shares used to compute net income (loss) per share attributable to common stockholders: Basic 99,918 103,568 106,102 Diluted 99,918 103,912 106,102 (1) Depreciation and amortization does not include amortization of capitalized internal-use software costs paid in cash of $33.9 million, $14.5 million, and $9.4 million during each of the years ended June 30, 2026, 2025, and 2024, respectively, which are included in service costs and general and administrative in the consolidated statements of operations. See accompanying notes to consolidated financial statements. 87 BILL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Year endedJune 30, 2026 2025 2024 Net income (loss) $ (11,241) $ 23,799 $ (28,878) Other comprehensive income (loss): Net unrealized gain (loss) on investments in available-for-sale securities (16,612) 12,087 2,598 Comprehensive income (loss) $ (27,853) $ 35,886 $ (26,280) See accompanying notes to consolidated financial statements. 88 BILL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common stock Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity Shares Amount Balance at June 30, 2023 106,550 2 4,946,623 (4,488) (856,168) 4,085,969 Issuance of common stock upon exercise of stock options, warrants and release of restricted stock units, net of shares withheld and retired for tax 2,754 — 13,002 — — 13,002 Issuance of common stock under the employee stock purchase plan 225 — 16,495 — — 16,495 Repurchase and retirement of common stock, including excise tax (2,883) — — — (211,902) (211,902) Unwind of capped calls — — 9,657 — — 9,657 Stock-based compensation — — 247,260 — — 247,260 Other comprehensive income — — — 2,598 — 2,598 Net loss — — — — (28,878) (28,878) Balance at June 30, 2024 106,646 2 5,233,037 (1,890) (1,096,948) 4,134,201 Issuance of common stock upon exercise of stock options, warrants and release of restricted stock units, net of shares withheld and retired for tax 2,843 — 8,986 — — 8,986 Issuance of common stock under the employee stock purchase plan 270 — 11,553 — — 11,553 Repurchase and retirement of common stock, including excise tax (6,747) — — — (437,655) (437,655) Purchases of capped calls — — (92,960) — — (92,960) Stock-based compensation — — 254,029 — — 254,029 Other comprehensive income — — — 12,087 — 12,087 Net income — — — — 23,799 23,799 Balance at June 30, 2025 103,012 2 5,414,645 10,197 (1,510,804) 3,914,040 Issuance of common stock upon exercise of stock options and release of restricted stock units, net of tax withheld 2,407 — (52,671) — — (52,671) Issuance of common stock under the employee stock purchase plan 332 — 11,921 — — 11,921 Repurchase and retirement of common stock, including excise tax (13,688) — — — (567,267) (567,267) Stock-based compensation — — 252,432 — — 252,432 Other comprehensive loss — — — (16,612) — (16,612) Net loss — — — — (11,241) (11,241) Balance at June 30, 2026 92,063 2 5,626,327 (6,415) (2,089,312) 3,530,602 See accompanying notes to consolidated financial statements. 89 BILL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year endedJune 30, 2026 2025 2024 Cash flows from operating activities: Net income (loss) $ (11,241) $ 23,799 $ (28,878) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Stock-based compensation 229,778 242,532 248,375 Amortization of intangible assets 60,659 61,925 79,956 Depreciation of property and equipment 21,997 13,010 13,838 Amortization of capitalized internal-use software costs paid in cash 33,896 14,508 9,369 Amortization of debt discount and issuance costs 6,434 4,739 6,238 Accretion of discount on investments in marketable debt securities (23,893) (37,000) (55,062) Accretion of discount on loans held for investment (28,238) (21,215) (9,209) Gain on debt extinguishment — (40,550) (46,654) Provision for expected credit losses on acquired card receivables and other financial assets 54,588 45,708 52,221 Provision for expected credit losses on loans held for investment 16,468 27,041 7,884 Non-cash operating lease expense 8,265 8,164 8,642 Other 124 395 1,395 Changes in assets and liabilities: Accounts receivable 1,418 (4,458) 69 Prepaid expenses and other current assets 3,135 (26,986) (6,825) Other assets 1,167 8,417 7,528 Accounts payable (5,871) 8,213 (1,125) Other accruals and current liabilities 61,190 30,222 20,992 Operating lease liabilities (9,950) (9,412) (9,839) Other long-term liabilities (1,084) 46 (14,580) Deferred revenue (3,010) 1,546 (5,564) Net cash provided by operating activities 415,832 350,644 278,771 Cash flows from investing activities: Purchases of corporate and customer fund short-term investments (1,617,044) (2,847,736) (2,682,659) Proceeds from maturities and sales of corporate and customer fund short-term investments 1,790,861 2,214,628 2,513,646 Purchase of intangible assets — (2,868) — Purchases of loans held for investment (1,041,055) (798,926) (359,654) Principal repayments of loans held for investment 1,051,637 787,513 326,172 Acquired card receivables, net (150,032) (129,439) (185,486) Purchases of property and equipment (3,334) (4,335) (976) Capitalization of internal-use software costs (57,822) (33,767) (19,917) Other (1,809) (2,460) (500) Net cash used in investing activities (28,598) (817,390) (409,374) Cash flows from financing activities: Proceeds from issuance of convertible senior notes — 1,400,000 — Cash paid for convertible senior notes issuance costs — (24,006) — Payments for repurchase and settlement of convertible senior notes (33,463) (539,403) (933,187) Proceeds from unwind of capped calls — — 11,442 Purchase of capped calls — (92,960) — Customer fund deposits liability and other 285,549 318,683 353,964 Prepaid card deposits 27,125 28,517 (17,901) Repurchase of common stock (560,485) (430,002) (211,902) Proceeds from line of credit borrowings 150,000 — 45,000 Cash paid for line of credit issuance costs (811) (1,721) — Proceeds from exercise of stock options 2,945 3,701 8,114 Tax withholdings related to net share settlements of equity awards (55,616) (7,840) (3,862) Proceeds from issuance of common stock under the employee stock purchase plan 11,921 11,553 16,495 Contingent consideration payout — — (10,762) Net cash provided by (used in) financing activities (172,835) 666,522 (742,599) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents (50) (290) (240) Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents 214,349 199,486 (873,442) Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year 3,550,884 3,351,398 4,224,840 Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year $ 3,765,233 $ 3,550,884 $ 3,351,398 Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above: Cash and cash equivalents $ 1,031,053 $ 1,038,346 $ 985,941 Restricted cash included in other current assets 137,635 101,620 174,101 Restricted cash included in other assets 3,304 4,885 5,297 Restricted cash and restricted cash equivalents included in funds held for customers 2,593,241 2,406,033 2,186,059 Total cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year $ 3,765,233 $ 3,550,884 $ 3,351,398 Supplemental disclosure of cash flow information: Cash paid for interest during the period $ 18,963 $ 13,782 $ 12,611 Cash paid for income taxes during the period $ 1,108 $ 6,321 $ 5,628 Noncash investing and financing activities: Payable on purchases of property and equipment and internal-use software costs $ 3,407 $ 5,234 $ 906 Payable on purchases of acquired card receivables 40,397 9,213 105,406 Payable on repurchase of common stock 9,998 5,000 — Payable on excise tax 4,437 2,653 — Issuance and exercise of warrants $ — $ 13,125 $ 8,750 See accompanying notes to consolidated financial statements. 90 BILL HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES Bill.com, Inc. was incorporated in the State of Delaware in April 2006. Bill.com Holdings, Inc. was incorporated in the State of Delaware in August 2018 (and renamed BILL Holdings, Inc. in February 2023). In November 2018, Bill.com, Inc. consummated a reorganization with BILL Holdings, Inc., resulting in the latter becoming the parent entity of Bill.com, Inc. BILL Holdings, Inc. and its wholly-owned subsidiaries are collectively referred to as the “Company”. The Company is a provider of software and payments products for small and midsized businesses, designed to simplify, digitize, and automate back-office financial processes, including cloud-based payments, accounts payable, accounts receivable, and spend and expense management. Offering of Convertible Notes On December 6, 2024, the Company issued $1.4 billion in aggregate principal amount of 0% convertible senior notes due 2030 (the 2030 Notes). The Company received $1.38 billion in net proceeds from the sale of the 2030 Notes, after deducting initial purchaser discounts and other offering costs. The Company used a portion of the net proceeds to pay the cost of capped call transactions in the amount of $93.0 million, to repurchase portions of its outstanding 2025 and 2027 convertible senior notes for $130.8 million and $408.6 million, respectively, and to repurchase $200.0 million of shares of its common stock. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and were prepared in conformity with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC). All intercompany accounts and transactions have been eliminated. Segment Reporting The Company operates as one operating segment because its chief operating decision maker (CODM), who is the Chief Executive Officer, reviews its financial information on a consolidated basis with net income (loss) as the primary measure of segment profitability for purposes of making decisions regarding allocating resources and assessing performance. The CODM uses this measure to evaluate the Company’s operational efficiency and profitability, make strategic capital allocation decisions, and assess progress against financial targets, and is regularly provided with financial results comparing actual performance to budgeted targets and prior periods. The CODM does not evaluate the performance of the operating segment using asset information. On a regular basis, the Company’s CODM is provided with significant segment expenses as reported within the consolidated statements of operations, adjusted for depreciation, amortization and restructuring, as presented in the consolidated statements of operations, stock-based compensation (refer to Note 10), amortization of debt issuance costs and gain on debt extinguishment (refer to Note 11). Other items included in the segment's profit or loss measure are interest income, interest expense (refer to Note 11) and provision for income taxes presented in the consolidated statements of operations and comprehensive income (loss). In addition, on a regular basis the CODM is also provided with rewards expense (see Note 1, Accrued Rewards) and losses from fraud. Losses from fraud, which are included in general and administrative, were $20.2 million, $16.5 million, and $16.5 million during each of the years ended June 30, 2026, 2025, and 2024, respectively. Total revenue from external customers outside of the U.S. was approximately 2% of consolidated total revenue during each of the years ended June 30, 2026, 2025, and 2024. Reclassification Certain accounts in the prior period consolidated statements of cash flows were reclassified to conform with the current year presentation. 91 Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make various estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Management regularly assesses these estimates, including, but not limited to useful lives of long-lived assets; capitalization of internal-use software costs; the estimate of expected credit losses on accounts receivable, acquired card receivables, and loans held for investment; accrual for rewards; benefit periods used to amortize deferred costs; reserve for losses on funds held for customers; and valuation of deferred tax assets. The Company evaluates these estimates and assumptions and adjusts them accordingly. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Funds Held for Customers and Customer Fund Deposits Funds held for customers and the corresponding liability on customer fund deposits represent funds that are collected from customers for payments to their suppliers and funds that are collected on behalf of customers. Generally, these funds held for customers are initially deposited in separate bank accounts until remitted to the customers’ suppliers or to the customers. Funds held for customers also include amounts that are held by or deposited into the accounts of payment processing companies and receivables from customers. The funds held for customers are restricted for the purpose of satisfying the customers’ fund obligations and are not available for general business use by the Company. The Company partially invests funds held for customers in highly liquid investments, which include money market funds and marketable debt securities with maturities of three months or less, as well as marketable debt securities with maturities ranging from three months up to thirty-seven months at the time of purchase based on the effective maturity date. Funds held for customers that are invested in marketable debt securities are classified as available-for-sale. These investments are carried at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) on the consolidated balance sheets and as a component of the consolidated statements of comprehensive income (loss). The Company contractually earns interest on funds held for customers with associated counterparties. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash and cash equivalents consist of cash in banks, and highly liquid investments with maturities of three months or less at the time of purchase. Restricted cash consists of (i) amounts restricted under deposit account control agreements, (ii) minimum cash balances that are required to be maintained by certain banks, (iii) cash collateral required by the Company’s lessors to satisfy letter of credit requirements under its lease agreements, (iv) cash collateral required by a bank in connection with the Company’s money transmission activities, and (v) cash in bank and cash deposits held by payment processing companies included in funds held for customers. Restricted cash equivalents consist of highly liquid investments with maturities of three months or less at the time of purchase that are included in funds held for customers. Except for the restricted cash included in funds held for customers, the current and non-current portion of the restricted cash is included in prepaid expenses and other current assets, and in other assets, respectively, in the accompanying consolidated balance sheets. Short–term Investments The Company invests excess cash in a diversified portfolio of highly rated marketable debt securities with maturities of more than three months. These securities are classified as available-for-sale and recorded at fair value. The Company determines the appropriate classification of investments in marketable debt securities at the time of purchase and reevaluates such designation at each balance sheet date. After consideration of risk versus reward attributes and liquidity requirements, the Company may sell these debt securities prior to their stated maturities. Because the Company views these securities as available to support current operations, including those with maturities beyond 12 months, the Company classifies these securities as current assets in the accompanying consolidated balance sheets. Unrealized gains or losses are included in accumulated other comprehensive income (loss) on the consolidated balance sheets and as a component of the consolidated 92 statements of comprehensive income (loss). If the estimated fair value of an available-for-sale debt security is below its amortized cost basis, then the Company evaluates for impairment. The Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria is met, the debt security’s amortized cost basis is written down to fair value through other income, net in the consolidated statements of operations. If neither of these criteria is met, the Company evaluates whether unrealized losses have resulted from a credit loss or other factors. When a credit loss exists, the Company compares the present value of cash flows expected to be collected from the debt security with the amortized cost basis of the security to determine what allowance amount, if any, should be recorded. An impairment relating to credit losses is recorded through an allowance for credit losses reported in other income, net in the consolidated statements of operations. The allowance is limited by the amount that the fair value of the debt security is below its amortized cost basis. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash, restricted cash equivalents, short-term investments, accounts receivable, acquired card receivables and loans held for investment (collectively referred to as Financial Assets). The Company maintains its cash, cash equivalents, restricted cash, restricted cash equivalents and short-term investments with large multinational financial institutions that may at times exceed federally insured limits. Management believes that the financial institutions with which the Company does business are financially sound with minimal credit risk. Management further believes the associated risk of concentration for the Company’s investments is mitigated by holding a diversified portfolio of highly rated investments consisting of money market funds and short-term debt securities. The Company performs credit evaluations to verify the credit quality of its Financial Assets and determine any at-risk financial instruments. As of June 30, 2026 and 2025, the allowance for expected credit losses related to accounts receivable, acquired card receivables and loans held for investment totaled $28.3 million and $30.3 million, respectively. There were no customers that exceeded 10% of the Company’s total revenue during each of the years ended June 30, 2026, 2025, and 2024. Foreign Currency The functional currency of the Company's foreign subsidiary is the U.S. dollar, which is the Company's reporting currency. Gains and losses from the remeasurement of transactions denominated in foreign currencies other than the functional currency of the foreign subsidiary are included in other income, net in the accompanying statements of operations. Accounts Receivable and Unbilled Revenue Accounts receivable, which consist primarily of fees from customers, including accounting firm and financial institution customers, are recorded at the invoiced amount, net of an allowance for expected credit losses. Unbilled revenue is recorded based on amounts that the Company expects to invoice to customers in the subsequent period. The allowance for expected credit losses related to accounts receivable and unbilled revenue is based on the Company’s assessment of the collectability of the receivables. The Company regularly reviews the adequacy of the allowance for expected credit losses by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for expected credit losses when identified. For all periods presented, the allowance for expected credit losses related to accounts receivable and unbilled revenue was not material. Loans Held for Investment Loans held for investment represent funds advanced under either a term loan or line of credit agreement, through a partnership with a third-party bank (the Originating Bank Partner) in connection with the Company's invoice financing product, with each invoice financed having a repayment term of 12 months. The Company purchases loans or lines of credit draws from the Originating Bank Partner pursuant to the terms 93 outlined in the loan sale agreement between the Company and the Originating Bank Partner. The undrawn lines of credit are unconditionally cancellable. Loans that the Company has the intent and ability to hold for the foreseeable future or until maturity or payoff are classified as held for investment and are initially recognized at their purchase price and subsequently reported at amortized cost. The loans held for investment are recorded net of the allowance for expected credit losses. Loans held for investment are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. The Company accretes discount and interest income using the effective interest method over the life of the loan. Accretion of discount and interest income on these loans is included in subscription and transaction fees revenue in the accompanying consolidated statements of operations. Loans are considered past due if payment is not received on the scheduled payment due date. The Company places loans on nonaccrual status when they become 60 days past due and applies the modified cost recovery method to record payments received on nonaccrual assets. The allowance for expected credit losses reflects the Company’s estimate of uncollectible balances resulting from credit losses and is based on the determination of the amount of expected credit losses inherent in the loans held for investment balance as of the reporting date. An estimate of lifetime expected credit losses is performed by incorporating historical loss experience, as well as current and future economic conditions over a reasonable and supportable period beyond the reporting date. In estimating expected credit losses, the Company uses models that entail a significant amount of judgment. The primary area of judgment used in measuring the quantitative components of the Company’s reserves is the historical loss experience look-back period. The Company uses these models and assumptions to determine the reserve rates applicable to the outstanding loans held for investment balances to estimate reserves for expected credit losses. The Company’s models may include past loss experience and payment history to estimate the loss rates. Additionally, management evaluates whether to include qualitative reserves to cover credit losses that are expected but may not be adequately represented by the quantitative methodology or the economic assumptions. The qualitative reserves address possible limitations within the models or factors not included within the models, such as macroeconomic conditions, changes in underwriting strategies, the nature and volume of the portfolio, and the volume and severity of past due accounts. In general, loans held for investment are charged-off on or before the loan becomes 120 days delinquent. Assumptions regarding expected losses are reviewed periodically and may be impacted by actual performance of the loans receivable and changes in any of the factors discussed above. Acquired Card Receivables The portfolio of acquired card receivables consists of U.S.-based commercial accounts diversified across various geographies and industries. The Company manages credit risk based on common risk characteristics including the financial condition of the users of the spend and expense management application. Acquired card receivables are reported at their principal amounts outstanding net of allowance for expected credit losses and represent a revolving line of credit. The undrawn lines of credit are unconditionally cancellable. Acquired card receivables are deemed to be held for investment when such receivables are not acquired specifically for resale. As part of the onboarding process, users of the Company’s free spend and expense management application are provided with a credit limit subject to a credit policy and underwriting process which is periodically re-performed based on risk indicators and the size of the credit limit. Spending businesses may over fund their accounts through payments in excess of the outstanding balance. Such over funded amounts are recorded as prepaid card deposits, which are included in other accruals and current liabilities in the accompanying consolidated balance sheets. Acquired card receivables represent amounts due on card transactions integrated with the spend and expense management application. The Company is contractually obligated to purchase a 100% participation interest in all card receivables from U.S.-based card issuing banks (Issuing Banks) including authorized transactions that have not cleared at the Issuing Banks. Acquired card receivables are recorded at the time a transaction clears at the Issuing Banks and generally payment for the card receivables is made on the day the transaction clears at the Issuing Banks. 94 The acquired card receivables portfolio consists of a large group of smaller balances from spending businesses across a wide range of industries. The allowance for expected credit losses reflects the Company’s estimate of uncollectible balances resulting from credit losses and is based on the determination of the amount of expected credit losses inherent in the acquired card receivables as of the reporting date. An estimate of lifetime expected credit losses is performed by incorporating historical loss experience, as well as current and future economic conditions over a reasonable and supportable period beyond the balance sheet date. In estimating expected credit losses, the Company uses models that entail a significant amount of judgment. The primary areas of judgment used in measuring the quantitative components of the Company’s reserves relate to the attributes used to segment the portfolio, the determination of the historical loss experience look-back period, and the weighting of historical loss experience by monthly cohort. The Company uses these models and assumptions to determine the reserve rates applicable to the outstanding acquired card receivables balances to estimate reserves for expected credit losses. Based on historical loss experience, the probability of default varies by credit limit size, therefore it is incorporated as an attribute used to segment the portfolio. The Company’s models use past loss experience to estimate the probability of default and exposure at default by credit limit size and aged balances. The Company also estimates the likelihood and magnitude of recovery of previously charged-off loans based on historical recovery experience. Additionally, management evaluates whether to include qualitative reserves to cover credit losses that are expected but may not be adequately represented by the quantitative methodology or the economic assumptions. The qualitative reserves address possible limitations within the models or factors not included within the models, such as macroeconomic conditions, changes in underwriting strategies, the nature and volume of the portfolio, and the volume and severity of past due accounts. In general, acquired card receivables are charged-off after the balance becomes 120 days delinquent. Assumptions regarding expected losses are reviewed periodically and may be impacted by actual performance of the acquired card receivables and changes in any of the factors discussed above. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, generally two to three years. Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations. The Company capitalizes internal and external direct costs incurred related to obtaining or developing internal-use software. Costs incurred during the application development stage are capitalized and are amortized using the straight-line method over the estimated useful lives of the software, generally three years commencing on the first day of the month following when the software is ready for its intended use. Costs related to planning and other preliminary project activities and post-implementation activities are expensed as incurred. Goodwill Goodwill represents the excess of the purchase price of the acquisition over the net fair value of identifiable assets acquired and liabilities assumed. Goodwill amounts are not amortized. The Company monitors goodwill for impairment on at least an annual basis, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. No triggering events indicating possible impairment were identified during the fiscal year or in any prior period. The Company continually evaluates its current and estimated future financial results, macroeconomic environment and industry-specific conditions, which are subject to many uncertainties, including the impact of tariffs, volatility related to changes in rates of inflation, interest rates, the strength of the U.S. dollar, geopolitical conflicts, and the potential for a slowing economy. These conditions, if sustained or exacerbated, could negatively impact the estimated fair value of the Company’s single reporting unit. As a result, the Company may be required to perform a quantitative goodwill impairment test in a future period, which could result in a non-cash impairment charge. 95 Intangible Assets The Company generally recognizes assets for customer relationships, developed technology and finite-lived trade names from an acquisition. Finite-lived intangible assets are carried at acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, generally from three to ten years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and trade names is recognized in sales and marketing expenses. Impairment Goodwill is tested annually at the reporting unit level for impairment during the fourth fiscal quarter or more frequently if facts or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has one reporting unit; therefore, all of its goodwill is associated with the entire company. Management has the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the Company is less than the carrying amount, including goodwill. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company also has the option to bypass the qualitative assessment and perform the quantitative assessment. The Company reviews the valuation of long-lived assets, including property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of long-lived assets or asset groups is calculated based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. Impairment testing is performed at the asset group level. Based on management's assessment, the Company did not recognize any impairment losses on its goodwill, finite-lived intangible assets or other long-lived assets during the periods presented herein. Leases The Company determines if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company uses the non-cancelable lease term when recognizing the right-of-use (ROU) assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. The Company accounts for lease components and non-lease components as a single lease component. Modifications are assessed to determine whether incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted with the remaining ROU asset. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. As the implicit rate of the leases is not determinable, the Company uses an incremental borrowing rate in determining the present value of the lease payments. Lease expenses are recognized on a straight-line basis over the lease term. The Company does not recognize ROU assets on lease arrangements with a term of 12 months or less. Lease expense for such arrangements is recognized on a straight-line basis over the term of the lease. 96 Convertible Senior Notes, net and Capped Calls Convertible senior notes, net are accounted for as a liability and measured at amortized cost. The carrying amount of the convertible senior notes is calculated as the proceeds at issuance, net of debt discounts and debt issuance costs. The difference between the principal amount and carrying amount is amortized to interest expense over the term of the convertible senior notes using the effective interest rate method and is included within other income, net in the consolidated statements of operations. The cost of capped calls executed in connection with the offering of the convertible senior notes is recorded as a reduction to additional paid-in capital in the consolidated statements of stockholders' equity (refer to Note 9 for further details on convertible senior notes and capped calls). Accrued Rewards Spending businesses participate in rewards programs based on card transactions. The Company records a rewards liability that represents the estimated cost for rewards owed to spending businesses. Rewards liabilities are impacted over time by redemption costs and by spending businesses meeting eligibility requirements. Changes in the rewards liabilities during the period are recognized as an increase or decrease to sales and marketing expense in the accompanying consolidated statements of operations. The accrued rewards liability, which was $96.5 million and $87.6 million as of June 30, 2026 and 2025, respectively, is included in other accruals and current liabilities in the accompanying consolidated balance sheets. The rewards expense, which was $347.6 million, $272.0 million, and $219.8 million, during the years ended June 30, 2026, 2025, and 2024, respectively, is included in sales and marketing expenses in the accompanying consolidated statements of operations. Revenue Recognition The Company enters into contracts with small and midsize businesses (SMB) and accounting firm customers to provide access to the functionality of the Company’s cloud-based payments platform to process transactions. These contracts are either monthly contracts paid in arrears, or annual arrangements paid up front. The Company charges its SMB and accounting firm customers subscription fees for access to its platform either based on the number of users or per customer account and the level of service. The Company generally also charges customers transaction fees based on transaction volume and the category of transaction. The contractual price for subscription and transaction services is based on either negotiated fees or the rates published on the Company’s website. The Company accounts for its annual and monthly contracts as a series of distinct services that are satisfied over time. Revenues recognized exclude amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. The Company enables SMB and accounting firm customers to make virtual card payments to their suppliers. The Company also facilitates the extension of credit to spending businesses through the BILL Spend and Expense product in the form of BILL Divvy Cards. The spending businesses utilize the credit on BILL Divvy Cards as a means of payment for goods and services provided by their suppliers. Virtual card payments and BILL Divvy Cards are originated through agreements with Issuing Banks. The agreements with the Issuing Banks allow for card transactions on the Mastercard and Visa networks. For each virtual card and BILL Divvy Card transaction, suppliers are required to pay interchange fees to the issuer of the card. Based on the Company's agreements with its Issuing Banks, the Company recognizes the interchange fees as revenue gross or net of fees paid to the Issuing Bank based on the Company's determination of whether it is the principal or agent under the agreements. The Company enters into multi-year contracts with financial institution customers to provide them with access to the Company’s cloud-based payments platform. These contracts typically include fees for initial implementation services that are paid during the period the implementation services are provided as well as fees for subscription and transaction processing services, which are subject to guaranteed minimum fees that are paid over the contract term. These contracts enable the financial institutions to provide their customers with access to online bill pay services through the financial institutions’ online platforms. Implementation services are required up-front to establish an infrastructure that allows the financial institutions’ online platforms to 97 communicate with the Company’s online platform. A financial institution’s customers cannot access online bill pay services until implementation is complete. Initial implementation services and transaction processing services are not capable of being distinct from the subscription for online bill pay services and are combined into a single performance obligation. The total consideration in these contracts varies based on the number of users and transactions to be processed. The Company has determined it meets the variable consideration allocation exception and therefore recognizes guaranteed monthly payments and any overages as revenue in the month they are earned. Implementation fees are recognized based on the proportion of transactions processed to the total estimated transactions to be processed over the contract period. The Company allocates revenue to each performance obligation based on its relative standalone selling price. Interest on Funds Held for Customers The Company also earns revenue from interest earned on funds held for customers that are initially deposited into the Company’s bank accounts that are separate from the Company’s operating cash accounts until remitted to the customers or their suppliers. Interest and fees earned are recognized based on the effective interest method and also include the accretion of discounts and the amortization of premiums on marketable debt securities. Deferred Revenue Subscription and transaction fees from customers for which the Company has annual or multi-year contracts are generally billed in advance. These fees are initially recorded as deferred revenue and subsequently recognized as revenue as the performance obligation is satisfied. Deferred Costs Deferred costs consist of (i) deferred sales commissions that are incremental costs of obtaining customer contracts and (ii) deferred service costs, primarily direct payroll costs, for implementation services provided to customers prior to the launching of the Company’s products for general availability (go-live) to customers. Deferred sales commissions are amortized ratably over the estimated life of the customer relationship aligned with the pattern of customer attrition, taking into consideration the initial contract term and expected renewal periods. Deferred service costs are amortized ratably over the estimated benefit period of the capitalized costs starting on the go-live date of the service. Service Costs Service costs consist primarily of costs that are directly attributed to processing customers’ and spending businesses' transactions (such as the cost of printing checks, postage for mailing checks, fees associated with the issuance and processing of card transactions, net of card network incentives, fees for processing payments), personnel-related costs, including stock-based compensation, for the Company’s customer success and payment operations teams, outsourced support services for the Company's customer success team, direct and amortized costs for implementing and integrating the Company’s cloud-based platform into the customers’ systems, and cloud payments infrastructure costs. Research and Development Costs incurred in research and development, excluding development costs eligible for capitalization as internal-use software, are expensed as incurred. Stock-based Compensation The Company measures stock-based compensation for purchase rights issued under the Employee Stock Purchase Plan (ESPP) at fair value on the date of grant using the Black-Scholes option-pricing model. The Company measures stock-based compensation for restricted stock units (RSUs) and market-based RSUs based on the closing price of the Company’s stock and using the Monte Carlo simulation model, respectively, on the date of grant. The Company measures stock-based compensation for performance-based awards at fair 98 value on the date of grant. Awards that are classified as liabilities are remeasured at fair value at the end of each reporting period. The Company recognizes stock-based compensation on a straight-line basis over the requisite service period of one to four years for RSUs, the offering period of one year for purchase rights under the ESPP, and the requisite period of one to three years for market-based RSUs. The Company recognizes compensation for performance-based awards over the vesting period if it is probable that the performance condition will be achieved. The Company accounts for forfeitures as they occur. Advertising The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses during the years ended June 30, 2026, 2025, and 2024 were $45.0 million, $47.2 million, and $43.6 million, respectively. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of taxes payable or refundable for the current year and deferred income tax assets and liabilities for the future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the Company's assets and liabilities, net operating loss (NOL), and tax credit carryforwards. A valuation allowance is established to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies any liabilities for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income per share attributable to common stockholders is calculated by dividing net income by the weighted average number of common and dilutive common stock outstanding during the period, using the treasury stock and if-converted methods. Diluted net loss per share attributable to common stock equals basic net loss per share since the effect of potentially dilutive securities is anti-dilutive given the net loss of the Company in that period. Restructuring Restructuring charges consist of severance, benefits, stock-based compensation, payroll taxes, costs related to contract terminations, and other related costs. The Company recognizes a liability for involuntary employee termination benefits pursuant to a mutually understood severance benefits plan when it is probable and the termination benefits are estimable. One-time involuntary termination benefits that are not provided under the ongoing severance benefits plan or enhancements to the ongoing severance benefits plan are not accrued until the terms of the benefit arrangement have been communicated to the affected employees. Other exit-related costs are recognized as incurred. New Accounting Pronouncements and Disclosure Rules Recently Adopted In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The Company adopted ASU 2023-09 beginning with its Annual Report on Form 10-K for 99 the fiscal year ended June 30, 2026 on a prospective basis. For additional information, see Note 12, Income Taxes. New Accounting Pronouncements and Disclosure Rules Not Adopted In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires additional disclosures, for interim and annual reporting, of expenses by nature, such as employee compensation, depreciation and amortization, and selling expenses. The updated standard will be effective beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU will result in the required additional disclosures being included in the consolidated financial statements on a prospective basis, with the option for retrospective application, once adopted. In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments (Topic 470), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326). The guidance in ASU 2025-05 provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect this ASU to materially impact the consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350). The amended guidance modernizes the accounting for costs related to internal-use software to more closely align with current software development methods. The guidance removes references to project stages and clarifies when the Company is required to start capitalizing eligible costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is evaluating the impact this amended guidance may have on its consolidated financial statements. NOTE 2 – REVENUE The Company generates revenue primarily from subscription and transaction fees. For the purpose of disaggregating revenue by solutions, the Company defines BILL AP/AR as transaction and subscription revenue derived from businesses that use its core BILL accounts payable and receivable platform; BILL Spend and Expense as interchange revenue derived from BILL Divvy Card transactions; and Embedded Solutions and Other as transaction and subscription revenue from businesses that access the Company's solutions through its embedded partners' platforms and other indirect sales channels (including financial institution partners), and Invoice2go revenue. The table below shows the Company’s revenue from subscription and transaction fees, which are disaggregated by solutions, and revenue from interest on funds held for customers (in thousands). 100 June 30, 2026 2025 2024 BILL AP/AR $ 740,116 $ 667,782 $ 595,408 BILL Spend and Expense 675,552 555,016 457,309 Integrated platform 1,415,668 1,222,798 1,052,717 Embedded Solutions and Other 89,081 78,006 70,016 Total subscription and transaction fees 1,504,749 1,300,804 1,122,733 Interest on funds held for customers 148,411 161,766 167,439 Total revenue (1) $ 1,653,160 $ 1,462,570 $ 1,290,172 (1) Total revenue includes interest on funds held for customers, accretion of discount, interest income on loans held for investment, and fees earned on acquired card receivables in the amount of $190.2 million, $195.4 million, and $184.0 million during the years ended June 30, 2026, 2025, and 2024, respectively, such revenue is excluded from the scope of ASC 606. Deferred revenue Fees from customers with which the Company has annual or multi-year contracts are generally billed in advance. These fees are initially recorded as deferred revenue and subsequently recognized as revenue as the performance obligation is satisfied. During the year ended June 30, 2026, the Company recognized $22.4 million of revenue that was included in the deferred revenue balances as of June 30, 2025. Remaining performance obligations The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of June 30, 2026, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied), including deferred revenue, was $55.6 million. Of the total remaining performance obligations, the Company expects to recognize approximately 62% over the next year, 27% between one to two years and 11% thereafter. The Company determines remaining performance obligations at a point in time based on contracts with customers. However, actual amounts and timing of revenue recognized may differ due to subsequent contract modifications, renewals and/or terminations. Unbilled revenue Unbilled revenue consists of revenue recognized that has not been billed to the customers yet. Unbilled revenue was $19.6 million and $17.3 million as of June 30, 2026 and 2025, respectively, and is included in accounts receivable, net in the accompanying consolidated balance sheets. Deferred costs Deferred costs consisted of the following as of the dates presented (in thousands): June 30, 2026 2025 Deferred sales commissions: Current $ 10,842 $ 10,094 Non-current 16,687 16,237 Total deferred sales commissions $ 27,529 $ 26,331 Deferred service costs: Current $ 1,130 $ 627 Non-current 1,341 2,418 Total deferred service costs $ 2,471 $ 3,045 101 The current portion of deferred costs is included in prepaid expenses and other current assets and the non-current portion is included in other assets in the accompanying consolidated balance sheets. The amortization of deferred sales commissions, which is included in sales and marketing in the accompanying consolidated statements of operations, was $11.4 million, $9.7 million, and $7.9 million during the years ended June 30, 2026, 2025, and 2024, respectively. The amortization of deferred service costs, which is included in service costs in the accompanying consolidated statements of operations, was $0.9 million, $0.2 million, and $2.0 million during the years ended June 30, 2026, 2025, and 2024, respectively. NOTE 3 – FAIR VALUE MEASUREMENT The Company measures and reports its cash equivalents, short-term investments, funds held for customers that are invested in money market funds and marketable debt securities at fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity for the related assets or liabilities and typically reflect management’s estimate of assumptions that market participants would use in pricing the assets or liabilities. In determining fair value, the Company utilizes quoted market prices, or valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. 102 The following table summarizes the fair values of the financial assets and liabilities, determined using quoted market prices of identical assets or market prices of similar assets from active markets as of the dates presented (in thousands): Fair Value at Pricing Category June 30, 2026 June 30, 2025 Assets Cash equivalents: Money market funds Level 1 $ 378,254 $ 365,456 Corporate bonds Level 2 — 69,956 Certificates of deposit Level 2 — 2,216 Short-term investments: Corporate bonds Level 2 409,323 758,333 U.S. treasury securities Level 2 436,610 287,559 Asset-backed securities Level 2 50,255 118,236 Certificates of deposit Level 2 10,268 15,982 U.S. agency securities Level 2 — — Funds held for customers: Restricted cash equivalents Money market funds Level 1 1,653,401 1,642,494 Corporate bonds Level 2 — 18,929 Short-term investments Corporate bonds Level 2 403,016 486,362 U.S. treasury securities Level 2 1,201,563 868,705 Asset-backed securities Level 2 64,939 167,970 Certificates of deposit Level 2 47,865 99,138 Municipal bonds Level 2 19,726 6,592 Liabilities (1) 0% 2025 Notes Level 2 — 32,567 0% 2027 Notes Level 2 119,606 112,738 0% 2030 Notes Level 2 $ 1,208,480 $ 1,185,128 (1) These liabilities are carried at par value, less the unamortized issuance costs in the accompanying consolidated balance sheets. There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. The Company's financial instruments that are not measured and recorded at fair value, such as cash, restricted cash, acquired cards receivables, loans held for investment, interest receivables, network incentive receivables and borrowings from credit facilities, are carried at amortized cost, which approximates their fair value. If these financial instruments were measured at fair value in the financial statements, cash would be classified as Level 1; restricted cash, interest receivables, incentive receivables and borrowings from credit facilities would be classified as Level 2 and the acquired card receivables and loans held for investment would be classified as Level 3 in the fair value hierarchy. 103 NOTE 4 – SHORT-TERM INVESTMENTS AND FUNDS HELD FOR CUSTOMERS The following table summarizes the assets underlying short-term investments and funds held for customers as of the dates presented (in thousands): June 30, 2026 June 30, 2025 Short-term investments: Available-for-sale debt securities $ 906,456 $ 1,180,110 Total short-term investments 906,456 1,180,110 Funds held for customers: Restricted cash 943,618 749,111 Restricted cash equivalents 1,653,401 1,661,423 Funds receivable 46,346 25,499 Available-for-sale debt securities 1,737,109 1,628,767 Total funds held for customers 4,380,474 4,064,800 Less - interest income included in other current assets(1) (27,841) (20,330) Total funds held for customers, net of income earned by the Company $ 4,352,633 $ 4,044,470 (1) Represents interest income, accretion of discount, and net unrealized gains on customer funds that were invested in money market funds and short-term marketable debt securities. The Company contractually earns interest income on these investments, which is expected to be transferred into the Company’s corporate deposit account upon sale or settlement of the associated investment, and is not considered funds held for customers. The following table summarizes the estimated fair value of available-for-sale debt securities, included within short-term investments and funds held for customers, as of the dates presented (in thousands): June 30, 2026 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Short-term investments: Corporate bonds $ 408,649 $ 703 $ (29) $ 409,323 U.S. treasury securities 439,718 11 (3,119) 436,610 Asset-backed securities 50,268 32 (45) 50,255 Certificates of deposit 10,268 — — 10,268 Total short-term investments $ 908,903 $ 746 $ (3,193) $ 906,456 Funds held for customers: Corporate bonds $ 402,347 $ 706 $ (37) $ 403,016 Certificates of deposit 47,865 — — 47,865 Asset-backed securities 64,788 166 (15) 64,939 Municipal bonds 19,772 4 (50) 19,726 U.S. treasury securities 1,206,130 817 (5,384) 1,201,563 Total funds held for customers $ 1,740,902 $ 1,693 $ (5,486) $ 1,737,109 104 June 30, 2025 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Short-term investments: Corporate bonds $ 756,009 $ 2,598 $ (274) $ 758,333 U.S. treasury securities 287,356 261 (58) 287,559 Asset-backed securities 118,074 177 (15) 118,236 Certificates of deposit 15,982 — — 15,982 Total short-term investments $ 1,177,421 $ 3,036 $ (347) $ 1,180,110 Funds held for customers: Corporate bonds $ 483,604 $ 2,759 $ (1) $ 486,362 Certificates of deposit 99,138 — — 99,138 Asset-backed securities 167,179 791 — 167,970 Municipal bonds 6,560 32 — 6,592 U.S. treasury securities 864,602 4,319 (216) 868,705 Total funds held for customers $ 1,621,083 $ 7,901 $ (217) $ 1,628,767 The amortized cost and fair value amounts for short-term investments include interest receivables of $7.9 million and $8.9 million as of June 30, 2026 and 2025, respectively. The amortized cost and fair value amounts for funds held for customers include interest receivables of $14.4 million and $12.4 million as of June 30, 2026 and 2025, respectively. The following table summarizes fair value of the Company's available-for-sale debt securities, included within short-term investments and funds held for customers, by remaining contractual maturity as of the dates presented (in thousands): June 30, 2026 June 30, 2025 Due within 1 year $ 1,250,220 $ 1,118,478 Due in 1 year through 5 years 1,393,131 1,689,477 Due in 5 years through 10 years 214 922 Total $ 2,643,565 $ 2,808,877 105 As of June 30, 2026, approximately 250 out of approximately 650 investments in available-for-sale debt securities were in an unrealized loss position. The following tables show gross unrealized losses and fair values for those investments that were in an unrealized loss position as of the dates presented (in thousands): June 30, 2026 Less than 12 months 12 months or longer Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Short-term investments: Corporate bonds $ 60,578 $ (29) $ — $ — $ 60,578 $ (29) U.S. treasury securities 391,291 (3,119) — — 391,291 (3,119) Asset-backed securities 25,679 (41) 236 (4) 25,915 (45) Total short-term investments $ 477,548 $ (3,189) $ 236 $ (4) $ 477,784 $ (3,193) Funds held for customers: Corporate bonds $ 47,958 $ (37) $ — $ — $ 47,958 $ (37) Asset-backed securities 2,475 (15) — — 2,475 (15) U.S. treasury securities 691,322 (5,384) — — 691,322 (5,384) Municipal bonds 13,760 (50) — — 13,760 (50) Total funds held for customers $ 755,515 $ (5,486) $ — $ — $ 755,515 $ (5,486) June 30, 2025 Less than 12 months 12 months or longer Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Short-term investments: Corporate bonds $ 209,648 $ (274) $ — $ — $ 209,648 $ (274) U.S. treasury securities 139,598 (58) — — 139,598 (58) Asset-backed securities 30,362 (15) — — 30,362 (15) Total short-term investments $ 379,608 $ (347) $ — $ — $ 379,608 $ (347) Funds held for customers: Corporate bonds $ 12,867 $ (1) $ — $ — $ 12,867 $ (1) Asset-backed securities 4,576 — — — 4,576 — U.S. treasury securities 82,910 (216) — — 82,910 (216) Total funds held for customers $ 100,353 $ (217) $ — $ — $ 100,353 $ (217) Unrealized losses have not been recognized into income as the Company neither intends to sell, nor anticipates that it is more likely than not that the Company will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due primarily to changes in market interest rates, rather than credit losses. There have been no significant realized gains or losses on the short-term investments and funds held for customers during the years ended June 30, 2026, 2025, and 2024. NOTE 5 – ACQUIRED CARD RECEIVABLES As of June 30, 2026, approximately $459.3 million of the acquired card receivables balance served as collateral for the Company’s borrowings from the Revolving Credit Facilities (as defined below, see Note 9). The Company incurred losses related to card transactions disputed by spending businesses. The amounts were not material during the years ended June 30, 2026 and 2025. 106 The acquired card receivables balances do not include purchases of participation interests in card receivables from the Company's card issuing partner banks (Issuing Banks) that have not cleared at the end of the reporting period. Purchases of participation interests in card receivables that have not cleared as of June 30, 2026 totaled $78.6 million. The Company recognized an immaterial amount of expected credit losses on the card receivables that have not cleared yet as of each of June 30, 2026 and 2025. Credit Quality Information The Company regularly reviews collection experience, delinquencies, and net charge-offs in determining allowance for expected credit losses related to acquired card receivables. Historical collections rates have shown that days past due is the primary indicator of the likelihood of loss. The Company uses the delinquency trends or past due status of the acquired card receivables as the credit quality indicator. Acquired card receivables are considered past due if full payment is not received on the bill date or within a grace period, which is generally limited to five days. Below is a summary of the acquired card receivables by class (i.e., past due status) as of the dates presented (in thousands): June 30, 2026 2025 Current and less than 30 days past due $ 810,572 $ 686,070 30 ~ 59 days past due 5,720 6,173 60 ~ 89 days past due 5,595 5,312 90 ~ 119 days past due 3,613 2,562 Over 119 days past due 49 11 Total $ 825,549 $ 700,128 Allowance for Expected Credit Losses Below is a summary of the changes in allowance for expected credit losses (in thousands): June 30, 2026 2025 Balance, beginning $ 15,020 $ 20,883 Provision for expected credit losses 54,518 45,326 Charge-off amounts (68,367) (59,265) Recoveries collected 12,571 8,076 Balance, ending $ 13,742 $ 15,020 Card receivables acquired from the Issuing Banks were $26.6 billion and $21.7 billion during the years ended June 30, 2026 and 2025, respectively. The provision for expected credit losses related to acquired card receivables increased during the year ended June 30, 2026 compared to the prior year due to portfolio growth and the prior-year release of $5.7 million of the credit loss allowance related to credit loss methodology refinements, partially offset by improvements in delinquency performance. The charged-off amounts related to acquired card receivables increased during the year ended June 30, 2026 compared to the prior year due to portfolio growth, partially offset by improvements in delinquency performance. The decrease in allowance for expected credit losses as of June 30, 2026 compared to June 30, 2025, was primarily due to a decrease in delinquent balances. NOTE 6 – LOANS HELD FOR INVESTMENT Loans held for investment represent funds advanced under a line of credit agreement, through a partnership with a third-party bank (the Originating Bank Partner). Loans held for investment are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets and consisted of 107 the following as of the dates presented (in thousands): June 30, 2026 2025 Unpaid principal balance $ 64,925 $ 61,938 Less: Discount at loan purchase, net of amortization (1,712) (1,527) Less: Allowance for expected credit losses (14,190) (14,853) Loans held for investment, net $ 49,023 $ 45,558 Credit Quality Information The Company conducts an eligibility assessment prior to loan origination by the Originating Bank Partner. This process is performed at the invoice level and involves evaluating the invoice repayment likelihood by the respective network members associated with each invoice. Subsequently, the credit quality of these loans is monitored based on the delinquency trends or past due status of the loans held for investment, which are considered the credit quality indicators. Below is a summary of the loans held for investment by class (i.e., past due status) as of the dates presented (in thousands): June 30, 2026 2025 Current and less than 30 days past due $ 57,994 $ 55,540 30 ~ 59 days past due 2,202 1,471 60 ~ 89 days past due 1,638 1,461 90 ~ 119 days past due 1,379 1,685 Over 119 days past due — 254 Total $ 63,213 $ 60,411 Allowance for Credit Losses Below is a summary of the changes in allowance for credit losses presented (in thousands): June 30, 2026 2025 Balance, beginning $ 14,853 $ 4,700 Provision for expected credit losses 16,468 27,032 Charge-off amounts (18,486) (17,382) Recoveries collected 1,355 503 Balance, end of period $ 14,190 $ 14,853 The provision for expected credit losses related to loans held for investment decreased during the year ended June 30, 2026 compared to the prior year due to a decrease in estimated loss rates in fiscal 2026 compared to fiscal 2025, and improved delinquency performance, partially offset by portfolio growth. 108 NOTE 7 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of the dates presented (in thousands): June 30, 2026 2025 Software and equipment $ 21,604 $ 21,815 Capitalized software 211,369 129,520 Furniture and fixtures 15,111 15,510 Leasehold improvements 41,792 39,855 Property and equipment, gross 289,876 206,700 Less: accumulated depreciation and amortization (144,931) (90,089) Property and equipment, net $ 144,945 $ 116,611 Depreciation and amortization expense, which includes the amortization of capitalized software, during the years ended June 30, 2026, 2025, and 2024 was $55.9 million, $27.5 million, and $23.2 million, respectively. As of June 30, 2026 and 2025, the unamortized capitalized software cost was $119.7 million and $85.6 million, respectively. NOTE 8 – GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill, which is primarily attributable to expected synergies from acquisitions and is not deductible for U.S. federal and state income tax purposes, consisted of $2.4 billion as of each of June 30, 2026 and 2025. Intangible Assets Intangible assets consisted of the following as of the dates presented (amounts in thousands): June 30, 2026 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted average remaining useful life (In years) Customer relationships $ 259,269 $ (130,263) $ 129,006 5.0 Developed technology 219,217 (186,077) 33,140 0.9 Total $ 478,486 $ (316,340) $ 162,146 Jun 30, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted average remaining useful life (In years) Customer relationships $ 259,268 $ (104,336) $ 154,932 6.0 Developed technology 219,217 (151,344) 67,873 1.9 Trade name 48,042 (48,042) — 0.0 Total $ 526,527 $ (303,722) $ 222,805 109 Amortization of finite-lived intangible assets was as follows during the years ended June 30, 2026 and 2025 (in thousands): June 30, 2026 2025 Cost of revenue $ 34,732 $ 35,217 Sales and marketing 25,927 26,708 Total $ 60,659 $ 61,925 As of June 30, 2026, future amortization of finite-lived intangible assets that will be recorded in cost of revenue and operating expenses is estimated as follows (in thousands): Fiscal years ending June 30: Amount 2027 $ 57,990 2028 27,004 2029 25,927 2030 25,927 2031 24,277 Thereafter 1,021 Total $ 162,146 110 NOTE 9 – DEBT AND BORROWINGS Debt and borrowings consisted of the following (in thousands): Carrying Value at June 30, 2026 June 30, 2025 Expected Remaining Term (years) Annualized EffectiveInterest Rate at June 30, 2026 Current liabilities: Convertible senior notes: 2025 Notes, principal $ — $ 33,463 2027 Notes, principal 123,548 — 0.8 0.48 % Less: unamortized debt discount and issuance costs (491) (42) Convertible senior notes, net current 123,057 33,421 Revolving credit facility: 2021 Credit Facility — 180,005 Borrowings from revolving credit facility (1) — 180,005 Non-current liabilities: Convertible senior notes: 2030 Notes, principal 1,400,000 1,400,000 3.8 0.32 % 2027 Notes, principal — 123,548 Less: unamortized debt discount and issuance costs (16,934) (22,504) Convertible senior notes, net 1,383,066 1,501,044 Revolving credit facilities: 2021 Credit Facility 180,000 — 1.8 6.43 % 2025 Credit Facility 150,000 — 1.4 6.05 % Borrowings from revolving credit facilities (1) 330,000 — Total $ 1,836,123 $ 1,714,470 (1) Unamortized debt issuance costs balance for the Revolving Credit Facilities was $1.6 million and $2.1 million as of June 30, 2026 and June 30, 2025, respectively, and is included in other assets on the consolidated balance sheets. Convertible senior notes 2030 Notes On December 6, 2024, the Company issued $1.4 billion aggregate principal amount of 0% convertible senior notes due April 1, 2030, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2030 Notes are subject to the terms and conditions of the indenture governing the 2030 Notes between the Company and Computershare Trust Company, N.A., as trustee (in its capacity as trustee for each of the 2030 Notes, the 2025 Notes (as defined below) and the 2027 Notes (as defined below), as applicable, the Notes Trustee). The net proceeds from the issuance of the 2030 Notes were $1.38 billion, after deducting the debt discount and debt issuance costs totaling $24.0 million. The 2030 Notes are senior, unsecured obligations of the Company, and will not accrue interest unless the Company determines to pay special interest as a remedy for failure to timely file any reports required to be filed with the SEC, the failure to remove certain trading restrictions, or failure to deliver reports to the Notes Trustee. The 2030 Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated to the 2030 Notes and rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the 2025 Notes and 2027 Notes. In addition, the 2030 Notes are effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the 111 value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries. The 2030 Notes have an initial conversion rate of 8.3718 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $119.45 per share of the Company’s common stock and 11.7 million shares issuable upon conversion. The conversion rate is subject to customary adjustments for certain events as described below. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company's election. The Company’s current intent is to settle conversions of the 2030 Notes through a combination settlement, which involves a repayment of the principal portion in cash with any excess of the conversion value over the principal amount settled in shares of common stock. The Company may redeem for cash, all or any portion of the 2030 Notes, at the Company’s option, on or after December 1, 2027 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the 2030 Notes. The holders of the 2030 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding January 1, 2030 in multiples of $1,000 principal amount, under the following circumstances: •during any calendar quarter commencing after the calendar quarter ending on December 31, 2024, and only during such calendar quarter, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; •during the 5 business day periods after any 5 consecutive trading day period in which the trading price per $1,000 principal amount of the 2030 Notes for each trading day of that period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; •if the Company calls such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or •upon the occurrence of specified corporate events. The conversion rate is subject to adjustment upon the occurrence of certain events or if the Company’s board of directors determines it is in the best interest of the Company. Additionally, holders of the 2030 Notes that convert their notes in connection with a make-whole fundamental change or during the redemption period, may be eligible to receive a make-whole premium through an increase of the conversion rate based on the estimated fair value of the 2030 Notes for the given date and stock price. The make-whole premium is designed to compensate the holder for lost “time-value” of the conversion option. The maximum number of additional shares that may be issued under the make-whole premium is 2.9301 per $1,000 principal (the lowest price of $88.48 in the make whole). The indenture governing the 2030 Notes contains customary events of default with respect to the 2030 Notes and provides that upon certain events of default occurring and continuing, the holders of the 2030 Notes will have the right, at their option, to require the Company to repurchase for cash all or a portion of their outstanding notes, at a price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid interest. 2027 Notes On September 24, 2021, the Company issued $575.0 million in aggregate principal amount of its 0% convertible senior notes due on April 1, 2027, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 2027 Notes). The 2027 Notes are subject to the terms and conditions of the indenture governing the 2027 Notes between the Company and the Notes Trustee. 112 The net proceeds from the issuance of the 2027 Notes were $560.1 million, after deducting debt discount and debt issuance costs totaling $14.9 million. The 2027 Notes are senior, unsecured obligations of the Company, and will not accrue interest unless the Company determines to pay special interest as a remedy for failure to timely file any reports required to be filed with the SEC, certain trading restrictions or failure to deliver reports to the Notes Trustee. The 2027 Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated to the 2027 Notes and rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the 2025 Notes. In addition, the 2027 Notes are subordinated to any of the Company’s secured indebtedness and to all indebtedness and other liabilities of the Company’s subsidiaries. The 2027 Notes have an initial conversion rate of 2.4108 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $414.80 per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described below. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. The Company’s current intent is to settle conversions of the 2027 Notes through a combination settlement, which involves a repayment of the principal portion in cash with any excess of the conversion value over the principal amount settled in shares of common stock. The Company may redeem for cash, all or any portion of the 2027 Notes, at the Company’s option, on or after October 5, 2024 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day (Conversion Condition) preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes. The holders of the 2027 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding January 1, 2027 in multiples of $1,000 principal amount, under the following circumstances: •during any calendar quarter commencing after the calendar quarter ending on December 31, 2021, and only during such calendar quarter, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; •during the five business day periods after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2027 Notes for each trading day of that period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; •if the Company calls such notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or •upon the occurrence of specified corporate events. The conversion rate is subject to adjustment upon the occurrence of certain events or if the Company’s board of directors determines it is in the best interest of the Company. Additionally, holders of the 2027 Notes that convert their notes in connection with a make-whole fundamental change or during the redemption period, may be eligible to receive a make-whole premium through an increase of the conversion rate based on the estimated fair value of the 2027 Notes for the given date and stock price. The make-whole premium is designed to compensate the holder for lost “time-value” of the conversion option. The maximum number of additional shares that may be issued under the make-whole premium is 1.2656 per $1,000 principal (the lowest price of $272.00 in the make whole). 113 The indenture governing the 2027 Notes contains customary events of default with respect to the 2027 Notes and provides that upon certain events of default occurring and continuing, the holders of the 2027 Notes will have the right, at their option, to require the Company to repurchase for cash all or a portion of their outstanding notes, at a price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest. On December 6, 2024, using proceeds from the issuance of the 2030 Notes, the Company entered into privately negotiated transactions with certain holders of its 2027 Notes to repurchase $451.5 million aggregate principal amount for an aggregate cash repurchase price of $408.6 million. The carrying amount of the extinguished 2027 Notes was $446.5 million, net of unamortized issuance cost of $5.0 million, resulting in a $37.9 million gain recorded in other income, net in the accompanying consolidated statements of operations. The shares issuable upon conversion of the remaining outstanding 2027 Notes at the initial conversion price is 0.3 million. The "if-converted" value of the 2030 and 2027 Notes did not exceed the principal amount of $1.5 billion and $1.6 billion as of June 30, 2026 and 2025, respectively. 2025 Notes On November 30, 2020, the Company issued $1.15 billion in aggregate principal amount of its 0% convertible senior notes due on December 1, 2025, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 2025 Notes, and together with the 2027 Notes and 2030 Notes, the Notes). The 2025 Notes were subject to the terms and conditions of the indenture governing the 2025 Notes between the Company and the Notes Trustee. The net proceeds from the issuance of the 2025 Notes were $1.13 billion, after deducting debt discount and debt issuance costs totaling $20.6 million. On March 6, 2024, the Company entered into privately-negotiated transactions with certain holders of its 2025 Notes to repurchase $748.2 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of $711.0 million, inclusive of transaction costs. The carrying amount of the extinguished 2025 Notes was $743.6 million, net of unamortized issuance cost of $4.6 million, resulting in a $32.6 million gain recorded in other income, net in the accompanying consolidated statements of operations, comprised of $35.7 million gain on extinguishment of debt and $3.2 million loss on mark to market derivative related to forward contract to settle the repurchase. On May 29, 2024, the Company entered into privately-negotiated transactions with certain holders of its 2025 Notes to repurchase $234.5 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of $221.6 million, inclusive of transaction costs. The carrying amount of the extinguished 2025 Notes was $233.2 million, net of unamortized issuance cost of $1.2 million, resulting in a $11.0 million gain on extinguishment of debt recorded in other income, net in the accompanying consolidated statements of operations. On December 6, 2024, using proceeds from the issuance of the 2030 Notes, the Company entered into privately negotiated transactions with certain holders of its 2025 Notes to repurchase $133.9 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of $130.8 million, inclusive of transaction costs. The carrying amount of the extinguished 2025 Notes was $133.4 million, net of unamortized issuance cost of $0.5 million, resulting in a $2.6 million gain recorded in other income, net in the accompanying consolidated statements of operations. On December 1, 2025, upon maturity of the 2025 Notes, the Company settled the remaining $33.5 million aggregate principal amount of the 2025 Notes in cash. Capped Call Transactions In conjunction with the issuance of the 2027 Notes and 2030 Notes, the Company entered into capped call transactions (collectively, the Capped Calls) with certain financial institutions at a total cost of $130.9 million. The Capped Calls are separate transactions and are not part of the terms of the Notes. The total amount paid 114 for the Capped Calls was recorded as a reduction of additional paid-in capital. The Company used a portion of the proceeds from the Notes to pay for the cost of the applicable Capped Call premium. The cost of the Capped Calls is not expected to be tax-deductible as the Company did not elect to integrate the Capped Calls into the Notes for tax purposes. The Capped Calls associated with the 2027 Notes and 2030 Notes have an initial strike price of $414.80 and $119.45 per share, respectively, subject to certain adjustments, which corresponds to the respective initial conversion price of the 2027 Notes and 2030 Notes, and have an initial cap price of $544.00 and $154.84 per share, respectively, subject to certain adjustments; provided that such cap price shall not be reduced to an amount less than their respective strike price. The Capped Calls associated with the 2027 Notes and 2030 Notes cover, subject to anti-dilution adjustments, a total of approximately 0.3 million and 11.7 million shares, respectively, of the Company’s common stock. The Capped Calls are expected to generally reduce the potential dilution of the Company’s common stock upon any conversion of the 2027 Notes and 2030 Notes and/or offset any cash payments that the Company is required to make in excess of the principal amount of such converted notes, as the case may be, with such reduction and/or offset subject to a cap. In conjunction with the issuance of the 2025 Notes, the Company entered into similar capped call transaction. In fiscal 2024, the Company terminated such capped call transaction and received $11.4 million in cash, and also recorded a $1.7 million gain on mark to market derivative in other income, net in the accompanying consolidated statements of operations. Revolving Credit Facilities 2021 Credit Facility The Company’s Revolving Credit and Security Agreement by and among Divvy Peach, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (Divvy Peach), and Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto (as amended from time to time, the 2021 Credit Facility) was initially executed in March 2021, amended in August 2022 to finance the acquisition of card receivables from the Company by Divvy Peach (Divvy Peach Receivables) and is secured by such Divvy Peach Receivables and certain related collateral, and subject to a limited guarantee by BILL Holdings, Inc. On October 29, 2025, the Company further amended the 2021 Credit Facility to extend the maturity date and reduce the interest rate from 2.65% to 1.95% plus SOFR (subject to a floor rate of 0.25%) per annum. The 2021 Credit Facility matures in May 2028 or earlier pursuant to the agreement and has a total commitment of $300.0 million. The required minimum utilization was $180.0 million, or 60% of the total commitment. Total outstanding borrowings were $180.0 million as of June 30, 2026. 2025 Credit Facility The Company's Revolving Credit and Security Agreement by and among Odin Financing, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the 2025 Credit Facility and, together with the 2021 Credit Facility, the Revolving Credit Facilities)) was executed in May 2025 to finance the acquisition of card receivables from the Company by Odin (Odin Receivables), and is secured by such Odin Receivables and certain related collateral, and subject to a limited guarantee by BILL Holdings, Inc. Borrowings bear interest per annum based on SOFR or an adjusted benchmark rate plus an applicable margin of 1.80%. The 2025 Credit Facility matures in November 2027 or earlier pursuant to the agreement and has a total commitment of $300.0 million. The required minimum utilization is $150.0 million, or 50% of the total commitment, starting two months after execution of the agreement. Total outstanding borrowings were $150.0 million as of June 30, 2026. Under each of the Revolving Credit Facilities, the Company is required to comply with certain restricted covenants, including liquidity requirements. As of June 30, 2026, the Company was in compliance with such covenants. While the financial statements of Divvy Peach and Odin are consolidated with those of the Company in the accompanying consolidated financial statements, each of Divvy Peach and Odin are separate legal entities from the Company. The respective assets of Divvy Peach (including the Divvy Peach Receivables) and Odin (including the Odin Receivables) are owned by Divvy Peach and Odin, respectively, and are solely available to satisfy their respective creditors. 115 NOTE 10 – STOCKHOLDERS’ EQUITY Equity Incentive Plans On November 26, 2019, the Company’s board of directors approved the 2019 Equity Incentive Plan (2019 Plan), which became effective on December 10, 2019. The 2019 Plan authorizes the award of stock options, RSUs, restricted stock awards, stock appreciation rights, performance-based awards, market-based awards, cash awards, and stock bonus awards, as determined by the Company’s board of directors. The Company initially reserved 7,100,000 shares of its common stock, plus any reserved shares not issued or subject to outstanding grants under previous equity incentive plans, for issuance pursuant to awards granted under the 2019 Plan. The number of shares reserved for issuance under the 2019 Plan increases automatically on July 1 of each of 2020 through 2029 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of the Company’s common stock as of the immediately preceding June 30, or a number as may be determined by the Company’s board of directors. The total number of shares of common stock available for future grants under the 2019 Plan was 22,761,620 shares as of June 30, 2026. Restricted Stock Units The following table summarizes RSU activity for the year ended June 30, 2026. Number ofshares (1)(in thousands) Weighted average grant date fair value Nonvested at June 30, 2025 7,886 $ 67.67 Granted 3,276 46.72 Vested (3,424) 71.47 Forfeited (1,760) 64.14 Nonvested at June 30, 2026 5,978 $ 55.22 (1) Includes RSU, market-based RSUs and performance-based RSUs. The fair value of the RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value of RSUs granted during the years ended June 30, 2026, 2025, and 2024 was $46.72, $53.03, and $90.90 per share, respectively. The RSUs vest over the requisite service period, which ranges between 1 year and 4 years from the date of grant, subject to the continued employment of the employees and services of the non-employee directors. The total fair value of RSUs that vested during the years ended June 30, 2026, 2025, and 2024 was approximately $152.0 million, $145.7 million, and $145.1 million, respectively. Performance-based RSUs During the year ended June 30, 2026 the Company granted 198,512 RSUs to certain executive employees that vest based upon the achievement of designated financial metrics and continued employment with the Company over a period of three years. The fair value of the performance-based RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value of these performance-based RSUs was $52.23 per unit. The Company recognizes expense for performance-based RSUs over the requisite service period. For any change in the estimate of the number of performance-based RSUs that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made. The number of shares that ultimately vest vary with the achievement of the specified performance criteria. 116 Stock Based Compensation Stock-based compensation by award type (in thousands): Year endedJune 30, Unrecognized compensation (in thousands) Weighted-average recognition period (in years) 2026 2025 2024 Restricted stock units (RSUs) $ 226,383 $ 228,374 $ 217,696 $ 216,756 2.0 Performance-based awards 14,665 12,911 13,351 10,726 1.7 Employee stock purchase plan 5,974 6,063 9,129 3,558 0.9 Market-based RSUs 4,934 6,101 5,912 9,690 1.7 Stock options 476 2,964 10,719 — 0.0 Total stock-based compensation $ 252,432 $ 256,413 $ 256,807 $ 240,730 Stock-based compensation was included in the following line items in the accompanying consolidated statements of operations and consolidated balance sheets (in thousands): Year ended June 30, 2026 2025 2024 Revenue - subscription and transaction fees $ 2,449 $ 2,329 $ 1,831 Cost of revenue - service costs 8,554 9,627 9,309 Research and development 92,456 107,603 103,382 Sales and marketing 32,752 39,992 49,070 General and administrative 78,082 82,981 81,209 Restructuring 15,485 — 3,574 Total amount charged to operating loss 229,778 242,532 248,375 Property and equipment (capitalized internal-use software) 22,654 13,881 8,432 Total stock-based compensation $ 252,432 $ 256,413 $ 256,807 Share Repurchase Program In January 2023, the Company's board of directors authorized the repurchase of up to $300.0 million of the Company's outstanding shares of common stock (the January 2023 Share Repurchase Program). The Company completed the repurchase of shares with an aggregate value equal to the full authorized amount under the January 2023 Share Repurchase Program by December 31, 2023. In August 2024, the Company's board of directors approved a share repurchase program, pursuant to which the Company announced its intention to purchase up to $300.0 million of its outstanding shares of common stock (the August 2024 Share Repurchase Program). In July 2025, the Company completed the repurchase of shares under the August 2024 Share Repurchase Program. In August 2025, the Company's board of directors authorized the repurchase of up to $300.0 million in shares of its outstanding common stock (the August 2025 Share Repurchase Program). In May 2026, the Company announced that the Company's board of directors authorized the repurchase of up to $1.0 billion in shares of its outstanding common stock, which authorization includes unused amounts under the August 2025 Share Repurchase Program (the 2026 Share Repurchase Authorization). Pursuant to this authorization, the Company may repurchase such shares from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock 117 repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. This authorization has a term of 24 months, may be suspended, discontinued or modified at any time, and does not obligate the Company to acquire any amount of common stock. The table below sets forth information regarding repurchases made pursuant to the Company's share repurchase programs as of June 30, 2026 (in thousands, except per share data): Period Shares repurchased Total amount repurchased(1) Average price paid per share(1) Available for future share repurchases Fiscal 2024 January 2023 Share Repurchase Program 2,883 $ 211,885 $ 73.49 — Total 2,883 $ 211,885 Fiscal 2025 August 2024 Share Repurchase Program 4,487 $ 236,725 $ 52.76 — Total 4,487 $ 236,725 Fiscal 2026 August 2024 Share Repurchase Program 1,392 $ 65,454 $ 47.02 — August 2025 Share Repurchase Program 3,862 201,340 $ 52.13 — 2026 Share Repurchase Authorization 8,434 300,473 $ 35.63 $ 702,170 Total 13,688 $ 567,267 (1) Amounts include an immaterial amount of accrued excise tax. In addition, in December 2024, the Company's board of directors approved the repurchase of up to an additional $200.0 million of its outstanding shares of common stock in connection with the issuance of the 2030 Notes. The Company repurchased 2,260,397 shares of its common stock for $201.4 million, which included an immaterial amount of accrued excise tax, in privately negotiated transactions concurrently with the pricing of, and using proceeds from, the issuance of the 2030 Notes. The total price of the shares repurchased and related transaction costs are reflected as a reduction of common stock and an increase to accumulated deficit on the accompanying consolidated balance sheets. NOTE 11 – OTHER INCOME, NET Other income, net consisted of the following for the periods presented (in thousands): Year endedJune 30, 2026 2025 2024 Interest income $ 91,413 $ 90,903 $ 122,298 Gain on debt extinguishment, net of change on mark to market derivatives — 40,550 45,272 Interest expense (19,435) (13,824) (12,944) Amortization of debt discount and issuance costs (6,434) (4,739) (6,238) Other (2,228) (1,878) (543) Total other income, net $ 63,316 $ 111,012 $ 147,845 118 NOTE 12 – INCOME TAXES The components of income (loss) before provision for income taxes were as follows during the periods presented (in thousands): Year ended June 30, 2026 2025 2024 Domestic $ (17,325) $ (43,567) $ 5,312 Foreign 7,194 73,977 (31,631) Total income (loss) before provision for income taxes $ (10,131) $ 30,410 $ (26,319) The components of provision for income taxes were as follows during the periods presented (in thousands): Year endedJune 30, 2026 2025 2024 Current: Federal $ (205) $ 3,850 $ 1,650 State 1,033 2,758 1,251 Foreign 2 80 19 Total current 830 6,688 2,920 Deferred: Federal 205 (32) (262) State 75 (45) (99) Total deferred 280 (77) (361) Provision for income taxes $ 1,110 $ 6,611 $ 2,559 The items accounting for the difference between the income taxes computed at the U.S. federal statutory tax rate and the provision for income taxes after the adoption of ASU 2023-09 consisted of the following during the period presented (in thousands, except percentages): 119 Year e ded June 30, 2026 U.S. federal statutory tax rate $ (2,127) 21 % State and local income taxes, net of federal income tax effect 947 (9) % Foreign tax effects Australia Statutory tax rate difference 647 (6) % Internal restructuring (1) 24,227 (239) % Changes in valuation allowances (1) (26,439) 261 % Other 57 (1) % Effect of cross-border tax laws Tax effects of foreign disregarded entity 1,509 (15) % Tax credits Research and development tax credits (7,355) 73 % Changes in valuation allowances (1) (17,218) 170 % Nontaxable or nondeductible items Stock-based compensation (2) 20,772 (205) % Limitation on executive compensation 5,588 (55) % Nondeductible meals 658 (7) % Other 10 — % Other adjustments (166) 1 % Provision for income taxes and effective tax rate $ 1,110 (11) % The Company's effective tax rates for the years ended June 30, 2025, and 2024, were 22% and (10)%, respectively. The items accounting for the difference between the income taxes computed at the U.S. federal statutory tax rate and the provision for income taxes prior to adoption of ASU 2023-09 consisted of the following during the periods presented (in thousands): Year endedJune 30, 2025 2024 Expected provision (benefit) at U.S. federal statutory rate $ 6,386 $ (5,528) State income taxes, net of federal benefit 7,325 9,134 Stock-based compensation (2) 19,204 24,300 Research and development tax credits (23,383) (24,039) Change in valuation allowance (3) 10,939 4,943 Restructuring — (13,769) Foreign rate differential (15,455) 6,658 Other 1,595 860 Provision for income taxes $ 6,611 $ 2,559 (1) The rate impact during the year ended June 30, 2026 pertains to a decrease in valuation allowance due to the decrease in net deferred tax assets during the year. (2) The rate impact during the year ended June 30, 2026, 2025 and 2024 relates to the impact of non-deductible stock compensation and shortfalls related to tax deductions being smaller than the associated stock compensation expense. (3) The rate impact during the year ended June 30, 2025 and 2024 pertains to an increase in valuation allowance due to the increase in net deferred tax assets, capitalized R&D expense and tax credits generated during the year. 120 The components of deferred tax assets and liabilities were as follows as of the dates presented (in thousands): June 30, 2026 2025 Deferred tax assets: Accruals and reserves $ 15,808 $ 17,888 Capitalized research and development 123,090 160,755 Stock-based compensation 12,822 19,532 Net operating and other loss carryforwards 267,807 280,004 Research and development credits 108,218 99,626 Operating lease liabilities 15,460 17,874 Other (1) 783 3,842 Total deferred tax assets before valuation allowance 543,988 599,521 Valuation allowance (455,485) (503,692) Deferred tax assets $ 88,503 $ 95,829 Deferred tax liabilities: Deferred contract costs $ (6,940) $ (6,603) Property and equipment (30,106) (22,253) Intangible assets (38,436) (53,280) Operating right of use assets (12,056) (14,066) Other (1,617) — Total deferred tax liabilities (89,155) (96,202) Net deferred tax liabilities $ (652) $ (373) (1) Fiscal 2025 amounts have been conformed to the fiscal 2026 presentation. Accounting Standards Codification 740 requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The change in valuation allowance was a decrease of $48.2 million, an increase of $9.3 million, and an increase of $15.0 million during the years ended June 30, 2026, 2025, and 2024, respectively. The decrease in the June 30, 2026 valuation allowance is primarily from the enactment of the One Big Beautiful Bill Act (OBBBA), which permanently repealed the mandatory capitalization and amortization of research and experimental expenditures under Section 174 of the Internal Revenue Code (the Code), reducing the related deferred tax asset. The net deferred tax liability is included as other long-term liabilities in the accompanying consolidated balance sheets. On July 4, 2025, President Trump signed the OBBBA into law, which extends and modifies various domestic and international business tax framework originally enacted under the Tax Cuts and Jobs Act ("TCJA”). The legislation includes multiple effective dates, with certain provisions taking effect in fiscal 2026 and others through fiscal 2028. The Company evaluated the OBBBA and included its impact within the consolidated financial statements. The Company will continue to evaluate the full impact of these legislative changes as additional supplemental guidance becomes available. As of June 30, 2026, the Company had NOL carryforwards of $1.0 billion and $847.8 million for federal and state tax purposes, respectively, that are available to reduce future taxable income. If not utilized, $739.8 million of the state NOL carryforwards will begin to expire in fiscal 2027. As of June 30, 2026, the federal and the remaining state NOL carryforwards do not expire and will carry forward indefinitely until utilized. As of June 30, 2026, the Company also had research and development tax credit carryforwards of $99.0 million and $67.6 million for federal and state tax purposes, respectively. If not utilized, the federal tax credits will begin to 121 expire in fiscal 2041. The majority of the state tax credits do not expire and will carry forward indefinitely until utilized. Utilization of the NOL and tax credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Code and other similar state provisions. The annual limitation may result in the expiration of NOLs and tax credits before utilization. Below is the reconciliation of the unrecognized tax benefits related to federal and state research and development credits during the periods presented (in thousands): Year e ded June 30, 2026 2025 2024 Balance at the beginning of the year $ 45,959 $ 35,128 $ 23,300 Add: Tax positions related to the current year 6,082 10,622 9,134 Purchase of intangible assets — 209 — Tax positions related to the prior year — — 2,714 Less: Tax positions related to the prior year 3,997 — — Statute of limitations lapse — — 20 Balance at the end of the year $ 48,044 $ 45,959 $ 35,128 The Company had unrecognized tax benefits as shown in the table above which are offset by a full valuation allowance. If the unrecognized tax benefits were recognized, they would not have an impact on the effective tax rate due to the Company’s valuation allowance. The amount of interest and penalties during the years ended June 30, 2026, 2025, and 2024 was not material. The Company files income tax returns in the U.S. for U.S. federal, California, and various states and foreign jurisdictions. The Company’s U.S. federal, state, and foreign tax returns for all years remain subject to examination by taxing authorities as a result of unused tax attributes being carried forward. The Company records liabilities related to uncertain tax positions, which provide adequate reserves for income tax uncertainties in all open tax years. Due to the Company’s history of tax losses, all years remain open to tax audit. The Company’s management evaluates the realizability of the Company’s deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during the foreseeable future. The Company regularly evaluates the realizability of its deferred tax assets (DTAs) by assessing all available evidence, both positive and negative, to determine whether it is more likely than not that some or all of the DTAs will not be realized. The Company considers its historical earnings, volatility in actual earnings, impact of permanent book to tax difference, the timing of reversal of existing temporary differences, and future profitability to assess its valuation allowance. As of June 30, 2026, substantially all of the Company's U.S. DTAs, net of deferred tax liabilities, were subject to a valuation allowance. If sufficient positive evidence emerges, some or all of the valuation allowance could be released. Such a release would result in a non-cash income tax benefit in the period of release and the recognition of additional DTAs in the accompanying consolidated statements of operations and balance sheets, respectively. There is a reasonable possibility that, within the next twelve months, sufficient positive evidence may become available to conclude that all or a significant portion of the valuation allowance against U.S. net DTAs is no longer required. NOTE 13 – LEASES The Company has non-cancelable operating leases for office and other facilities in various locations, which expire through 2031. Also, the Company subleases part of its office facility in Draper, Utah under a non-cancellable operating lease that expires in December 2030. The Company's leases do not contain any material residual value guarantees. 122 As of June 30, 2026, the weighted average remaining term of these operating leases is 4.9 years and the weighted-average discount rate used to estimate the net present value of the operating lease liabilities was 5.1%. The total payment for amounts included in the measurement of operating lease liabilities was $13.3 million, $13.4 million, and $13.9 million during the years ended June 30, 2026, 2025, and 2024, respectively. The total amount of ROU assets obtained in exchange for new operating lease liabilities was $4.8 million during the year ended June 30, 2025. There were no ROU assets obtained in exchange for new operating lease liabilities during the years ended June 30, 2026 and 2024. The components of lease expense during the years ended June 30, 2026, 2025, and 2024 are shown in the table below (in thousands): Year ended June 30 2026 2025 2024 Operating lease expense (1) $ 12,169 $ 12,627 $ 12,877 Variable lease expense, net of credit 2,468 2,412 2,461 Sublease income (740) (842) (581) Total lease cost $ 13,897 $ 14,197 $ 14,757 (1) Includes short-term lease, which is not material for the fiscal years ended June 30, 2026, 2025, and 2024. NOTE 14 – COMMITMENTS AND CONTINGENCIES Commitments The Company has non-cancelable operating leases for office and other facilities in various locations, which expire through 2031. Future minimum lease payments as of June 30, 2026 are as follows (in thousands): Fiscal years ending June 30: Amount 2027 $ 13,226 2028 13,590 2029 13,974 2030 14,361 2031 14,278 Gross lease payments 69,429 Less - present value adjustments (8,107) Total operating lease liabilities, net $ 61,322 The current portion of operating lease liabilities, which is included in other accruals and current liabilities in the accompanying consolidated balance sheets, was $12.9 million and $12.9 million as of June 30, 2026 and 2025, respectively. The non-current portion of operating lease liabilities was $48.5 million and $58.4 million as of June 30, 2026 and 2025, respectively. 123 In addition to the minimum lease payments above, the Company has multi-year agreements with certain third parties and financial institution partners, expiring through 2031, which require the Company to pay fees over the term of the respective agreements. Future payments under these other agreements as of June 30, 2026 are as follows (in thousands): Fiscal years ending June 30: Amount 2027 $ 42,295 2028 40,896 2029 13,758 2030 4,383 2031 246 Total $ 101,578 Purchase of Card Receivables That Have Not Cleared The Company is contractually obligated to purchase all card receivables from the Issuing Banks including authorized transactions that have not cleared. The transactions that have been authorized but not cleared totaled $78.6 million as of June 30, 2026 and are not recorded on the accompanying consolidated balance sheets. The Company has credit exposures with these authorized but not cleared transactions; however, the expected credit losses recorded were not material as of June 30, 2026. See Note 5 for additional discussion about acquired card receivables. Litigation From time to time, the Company is involved in lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. The Company records a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of each of June 30, 2026 and 2025, the Company’s reserve for litigation is immaterial. The Company reviews these provisions periodically and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. Unused Credit Arrangements As of June 30, 2026, the Company, in partnership with the Issuing Banks and the Originating Bank Partner, had approximately $4.4 billion in unused credit available to spending businesses using the Company's BILL Divvy Card product and borrowers using the invoice financing product. While this balance represents the total unused credit available, historical trends and current expectations indicate that the unused credit will likely not be fully utilized by spending businesses using BILL Divvy Card product and borrowers using the invoice financing product at any one time. The Company manages credit risk exposure by limiting total credit for each spending business using BILL Divvy Card product and borrowers using the invoice financing product. The Company periodically reviews credit lines to assess different factors, including account usage and creditworthiness of spending businesses using BILL Divvy Card product and borrowers using the invoice financing product. The credit lines can be terminated by the Company at any time, and they do not necessarily represent future cash requirements. The Company does not record a liability for expected credit losses for unused lines of credit as they are unconditionally cancellable. NOTE 15 – RESTRUCTURING The Company is committed to undertaking measures to improve organizational agility and efficiency, while also seeking to drive greater profitability. On October 15, 2025, in furtherance of this commitment, the Company announced a RIF impacting approximately 6% of employees. In March 2026, the Company undertook a smaller RIF and incurred additional restructuring charges. In May 2026, the Company announced an additional RIF impacting approximately 30% of the Company's workforce, which will be substantially complete 124 by the end of the first quarter of fiscal 2027. During the year ended June 30, 2026, the Company recorded restructuring charges of $90.9 million, including $15.5 million of accelerated stock-based compensation expense. Restructuring charges are presented as a separate line item in the accompanying consolidated statements of operations. The Company continues to consider actions to improve structural efficiencies and optimize operations in future periods. The following table summarizes the restructuring liability that is included in other accruals and current liabilities, and accounts payable on the accompanying consolidated balance sheets as of June 30, 2026: Severance and termination benefits Other Total restructuring liability Balance, at June 30, 2025 $ — $ — $ — Charges 74,996 418 75,414 Cash payments (18,880) (294) (19,174) Balance, at June 30, 2026 $ 56,116 $ 124 $ 56,240 On December 5, 2023, the Company announced a restructuring plan intended to right-size the Company's organization, enhance profitability, and reallocate resources towards the most impactful initiatives, and included a reduction of the Company's global workforce and closure of its office in Sydney, Australia. The Company incurred the majority of the charges relating to such plan in the three months ended December 31, 2023. The Company completed such restructuring plan as of September 30, 2024. NOTE 16 – NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except per share amounts): June 30, 2026 2025 2024 Numerator: Net income (loss) attributable to common stockholders Basic $ (11,241) $ 23,799 $ (28,878) Gain on debt extinguishment, net of change on mark to market derivatives and amortization of debt issuance costs — (31,327) — Diluted $ (11,241) $ (7,528) $ (28,878) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders Basic 99,918 103,568 106,102 Effect of dilutive securities: Convertible senior notes — 344 — Diluted 99,918 103,912 106,102 Net income (loss) per share attributable to common stockholders: Basic $ (0.11) $ 0.23 $ (0.27) Diluted $ (0.11) $ (0.07) $ (0.27) 125 Potentially dilutive securities, which were excluded from the diluted net income (loss) per share calculations because they would have been antidilutive, were as follows (in thousands): June 30, 2026 2025 2024 Equity awards 8,743 9,511 6,641 Convertible senior notes 12,070 12,226 2,426 Total 20,813 21,737 9,067 Shares issuable under the Notes is subject to adjustment up to approximately 16.3 million shares if certain corporate events occur prior to the maturity date of the Notes or if the Company issues a notice of redemption. As of June 30, 2026, no conversion was triggered for the Notes. 126