BILL insider files RSUs grant and forward contracts disclosure

Rhea-AI Filing Summary

BILL Holdings (BILL) director Peter A. Feld reported an equity award and a derivative position. On 10/17/2025, he acquired 7,831 restricted stock units (RSUs), which vest in three equal annual installments on October 17, 2026, 2027, and 2028. Following the report, 7,025,748 common shares are shown as indirectly beneficially owned through Starboard Value LP.

The filing also notes forward purchase contracts covering 1,614,152 shares of BILL common stock with an aggregate purchase price of $69,096,198 and a final valuation date of December 21, 2026. The contracts provide for physical settlement, and until settlement, the Starboard account does not have voting or dispositive control over the related shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Feld Peter A

(Last) (First) (Middle)

201 E LAS OLAS BOULEVARD, SUITE 1000

(Street)

FORT LAUDERDALE FL 33301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BILL Holdings, Inc. [ BILL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.00001 par value								7,025,748	I	By Starboard Value LP(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	10/17/2025		A		7,831		(3)	(3)	Common Stock, $0.00001 par value	7,831	$0	7,831	D
Forward Purchase Contract	(4)							(4)	12/21/2026	Common Stock, $0.00001 par value	1,614,152		1,614,152	I	By Starboard Value LP(1)

Explanation of Responses:

1. Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

3. The RSUs vest as to 1/3 of the total shares annually on each of October 17, 2026, October 17, 2027, and October 17, 2028, subject to the continuing service of the Reporting Person on each vesting date.

4. One of the Starboard Accounts has entered into forward purchase contracts with Nomura Global Financial Products Inc. as the counterparty providing for the purchase of an aggregate of 1,614,152 shares of the Issuer's Common Stock having an aggregate purchase price of $69,096,198 (the "Forward Contracts"). The Forward Contracts have a final valuation date of December 21, 2026, however, the Starboard Account has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date, none of the Forward Contracts give the Starboard Account voting and dispositive control over the shares to which such contracts relate.

	/s/ Lindsey Cara, Attorney-in-Fact for Peter A. Feld	10/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did BILL (BILL) disclose?

A director reported acquiring 7,831 RSUs on 10/17/2025 and disclosed forward purchase contracts on 1,614,152 shares with an aggregate purchase price of $69,096,198.

How do the new RSUs for BILL’s director vest?

The 7,831 RSUs vest in three equal annual installments on October 17, 2026, October 17, 2027, and October 17, 2028.

What is the size and timing of the forward contracts related to BILL?

The forward purchase contracts cover 1,614,152 shares with a final valuation date of December 21, 2026 and an aggregate purchase price of $69,096,198.

How many BILL shares are indirectly beneficially owned after the reported transactions?

The filing shows 7,025,748 common shares indirectly beneficially owned through Starboard Value LP.

Do the forward contracts provide voting or dispositive control before settlement?

No. Until settlement, the Starboard account does not have voting or dispositive control over the shares related to the contracts.

Can the forward contracts be settled earlier than the final valuation date?

Yes. The Starboard account may elect early settlement with at least two scheduled trading days advance notice.