6220 America Center Drive, Suite 100San JoseCalifornia0001786352FALSE00017863522026-10-152026-10-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2026
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BILL Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| | | | | | | | |
| Delaware | 001-39149 | 83-2661725 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | |
6220 America Center Drive, Suite 100 San Jose, California | | 95002 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (650) 621-7700
(Former Name or Former Address, if Changed Since Last Report)
____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.00001 par value | | BILL | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
Effective July 1, 2026, BILL Holdings, Inc. (the “Company”) voluntarily changed its accounting principle related to the presentation of rewards paid to spending businesses using its BILL Spend and Expense card products. Previously, the Company classified rewards as sales and marketing expenses within operating expenses. Under the new accounting principle, these rewards are classified as a reduction of interchange revenue within subscription and transaction fees. Beginning with the fiscal quarter ended September 30, 2026, the Company's financial information will reflect the impact of the change in accounting principle, with prior periods retrospectively adjusted.
The Company believes this change better reflects the economic substance of the Company’s BILL Spend and Expense card rewards program and aligns the Company’s financial reporting with the financial information used internally by the Company. Furthermore, the net presentation aligns the Company’s financial reporting with prevalent industry practice, enhancing comparability for investors and analysts. This change in classification has no impact on the Company’s operating income, net income/(loss), net income/(loss) per share, balance sheet, or cash flows for any period presented.
As a result of the new accounting principle and to enable a comparison between the information to be presented in the Company's upcoming earnings release with prior periods, the Company has furnished herewith as Exhibit 99.1 unaudited supplemental financial information that reflects the effects of the accounting principle change to its revenue, gross profit and operating expenses for each of the eight quarters in the Company’s fiscal years 2025 and 2026.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit Number | | Description |
| | |
| 99.1 | | BILL Holdings, Inc. Unaudited Historical Financial Information Retrospectively Adjusted for the Change in Accounting Principle. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | BILL HOLDINGS, INC. |
| | | |
| Date: | October 15, 2026 | By: | /s/ Rohini Jain |
| | | Rohini Jain Chief Financial Officer |
Exhibit 99.1
BILL HOLDINGS, INC.
SELECT HISTORICAL REVENUE AND COST INFORMATION
(Unaudited, in thousands)
Change in Accounting Principle
Effective July 1, 2026, BILL Holdings, Inc. (“we,” “us,” or “our”) voluntarily changed our accounting principle related to the presentation of rewards paid to spending businesses using our BILL Spend and Expense card products. Previously, we classified rewards as sales and marketing expenses within operating expenses. Under the new accounting principle, these rewards are classified as a reduction of revenue within subscription and transaction fees. Beginning with the fiscal quarter ended September 30, 2026, our financial information will reflect the impact of the change in accounting principle, with prior periods retrospectively adjusted.
We believe this change better reflects the economic substance of our BILL Spend and Expense card rewards program and aligns our financial reporting with the financial information used internally by us. Furthermore, the net presentation aligns our financial reporting with prevalent industry practice, enhancing comparability for investors and analysts. This change in classification has no impact on the operating income, net income/(loss), net income/(loss) per share, balance sheet, or cash flows for any period presented. The tables below reflect the effects of the accounting principle change to revenue, gross profit and operating expenses for each of the eight quarters in fiscal years 2025 and 2026.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended
September 30, 2024 | | Three months ended
December 31, 2024 | | Three months ended
March 31, 2025 | | Three months ended
June 30, 2025 |
| As previously reported | | Effect of change | | As adjusted | | As previously reported | | Effect of change | | As adjusted | | As previously reported | | Effect of change | | As adjusted | | As previously reported | | Effect of change | | As adjusted |
| Revenue: | | | | | | | | | | | | | | | | | | | | | | | |
| Subscription and transaction fees | $ | 314,943 | | | $ | (62,064) | | | $ | 252,879 | | | $ | 319,616 | | | $ | (64,748) | | | $ | 254,868 | | | $ | 320,298 | | | $ | (68,359) | | | $ | 251,939 | | | $ | 345,947 | | | $ | (76,819) | | | $ | 269,128 | |
| Total revenue | 358,450 | | | (62,064) | | | 296,386 | | | 362,554 | | | (64,748) | | | 297,806 | | | 358,217 | | | (68,359) | | | 289,858 | | | 383,349 | | | (76,819) | | | 306,530 | |
| Gross profit | 293,754 | | | (62,064) | | | 231,690 | | | 295,946 | | | (64,748) | | | 231,198 | | | 291,005 | | | (68,359) | | | 222,646 | | | 309,761 | | | (76,819) | | | 232,942 | |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | |
| Sales and marketing | 126,322 | | | (62,064) | | | 64,258 | | | 132,534 | | | (64,748) | | | 67,786 | | | 136,758 | | | (68,359) | | | 68,399 | | | 148,097 | | | (76,819) | | | 71,278 | |
| Total operating expenses | $ | 301,452 | | | $ | (62,064) | | | $ | 239,388 | | | $ | 317,656 | | | $ | (64,748) | | | $ | 252,908 | | | $ | 319,951 | | | $ | (68,359) | | | $ | 251,592 | | | $ | 332,010 | | | $ | (76,819) | | | $ | 255,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended
September 30, 2025 | | Three months ended
December 31, 2025 | | Three months ended
March 31, 2026 | | Three months ended
June 30, 2026 |
| As previously reported | | Effect of change | | As adjusted | | As previously reported | | Effect of change | | As adjusted | | As previously reported | | Effect of change | | As adjusted | | As previously reported | | Effect of change | | As adjusted |
| Revenue: | | | | | | | | | | | | | | | | | | | | | | | |
| Subscription and transaction fees | $ | 358,005 | | | $ | (81,291) | | | $ | 276,714 | | | $ | 375,128 | | | $ | (87,031) | | | $ | 288,097 | | | $ | 371,134 | | | $ | (85,279) | | | $ | 285,855 | | | $ | 400,482 | | | $ | (94,004) | | | $ | 306,478 | |
| Total revenue | 395,741 | | | (81,291) | | | 314,450 | | | 414,671 | | | (87,031) | | | 327,640 | | | 406,563 | | | (85,279) | | | 321,284 | | | 436,186 | | | (94,004) | | | 342,182 | |
| Gross profit | 318,738 | | | (81,291) | | | 237,447 | | | 331,083 | | | (87,031) | | | 244,052 | | | 331,855 | | | (85,279) | | | 246,576 | | | 356,191 | | | (94,004) | | | 262,187 | |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | |
| Sales and marketing | 149,216 | | | (81,291) | | | 67,925 | | | 155,439 | | | (87,031) | | | 68,408 | | | 153,226 | | | (85,279) | | | 67,947 | | | 158,331 | | | (94,004) | | | 64,327 | |
| Total operating expenses | $ | 339,457 | | | $ | (81,291) | | | $ | 258,166 | | | $ | 349,159 | | | $ | (87,031) | | | $ | 262,128 | | | $ | 332,254 | | | $ | (85,279) | | | $ | 246,975 | | | $ | 390,443 | | | $ | (94,004) | | | $ | 296,439 | |
