BILL HOLDINGS, INC SEC Filings

BILL Holdings (BILL) director filed a Form 3 reporting initial beneficial ownership. The filing lists 7,025,748 shares of Common Stock held indirectly by Starboard Value LP. It also discloses forward purchase contracts for 1,614,152 shares of Common Stock with an aggregate purchase price of $69,096,198, with a final valuation date of December 21, 2026. The contracts provide for physical settlement, and the Starboard account does not have voting or dispositive control over the related shares until settlement.

BILL Holdings (BILL) reported a routine insider equity grant on Form 4. A director received 7,831 Restricted Stock Units (RSUs) on 10/17/2025. Each RSU represents the right to receive one share of common stock. The RSUs vest in three equal annual installments on October 17, 2026, October 17, 2027, and October 17, 2028, contingent on continued service. The filing lists the award at $0 per unit and shows direct ownership.

BILL Holdings (BILL) reported an initial beneficial ownership statement on Form 3 for a board member. The filing indicates the person is a Director and that no securities are beneficially owned as of the event date 10/17/2025. The submission was made as a single-person filing and includes no holdings in either non-derivative or derivative securities tables.

BILL Holdings expanded its Board from 12 to 13 and appointed Peter A. Feld and Lee Kirkpatrick as Class II directors. Their terms run until the 2027 annual meeting and until successors are duly elected and qualified.

Feld joined the Nominating and Corporate Governance Committee. Kirkpatrick joined the Audit Committee and will become its Chair immediately following the 2025 annual meeting. The company referenced a Cooperation Agreement dated October 15, 2025 with Starboard Value LP. The company stated there are no other arrangements regarding their selection and no disclosable related‑party transactions under Item 404(a). Both directors will enter into the company’s standard Indemnification Agreement.

BILL Holdings (BILL) — Schedule 13D/A update: Starboard Value LP reported beneficial ownership of 8,639,900 shares of BILL common stock, representing 8.6% of the class. The percentage is based on 100,885,582 shares outstanding as of October 15, 2025. The reported amount includes 1,614,152 shares underlying forward purchase contracts exercisable within 60 days.

Starboard and BILL entered into an agreement addressing Board composition and governance. BILL accepted the resignation of Stephen Fisher, increased the Board from 12 to 13 directors, and appointed Peter A. Feld and Lee Kirkpatrick as Class II directors through the 2027 annual meeting. BILL will nominate Beth Johnson and Natalie Derse, along with incumbents David Hornik and Katherine (Allie) Kline, as Class III directors at the 2025 annual meeting.

Committee assignments include Feld (Nominating & Corporate Governance), Kirkpatrick (Audit), Johnson (Compensation) and Derse (Audit). During the standstill period, the Board will not exceed 13 seats without Starboard’s consent. If Feld ceases to serve and Starboard maintains at least the lesser of 3% of outstanding shares and 3,026,567 shares, Starboard may recommend a replacement. Starboard agreed to vote per Board recommendations at the 2025 meeting, with an ISS/Glass Lewis carve‑out on certain proposals.

BILL Holdings announced a cooperation agreement with Starboard Value that reshapes its Board and ends a potential proxy contest. The company confirmed the resignation of Stephen Fisher as a Class II director on October 14, 2025, increased the Board size from 12 to 13, and appointed Peter A. Feld and Lee Kirkpatrick as Class II directors, each serving until the 2027 annual meeting.

For the 2025 annual meeting, BILL will nominate Beth Johnson and Natalie Derse alongside current Class III directors David Hornik and Katherine (Allie) Kline. In return, Starboard will withdraw its September 5, 2025 director nominations and vote its shares for the company’s slate and in line with Board recommendations, subject to limited exceptions. Starboard agreed to customary standstill provisions through the earlier of 15 business days before the 2026 nomination deadline or 100 days before the first anniversary of the 2025 annual meeting. During this period, the Board will not exceed 13 directors without Starboard’s consent.

BILL Holdings, Inc. reported that its Chief Legal Officer and Chief Compliance Officer, Raj Aji, has informed the company he will begin medical leave on October 13, 2025. After his medical leave, Mr. Aji intends to retire from the company, though his exact retirement date has not yet been set. This update informs shareholders of an upcoming leadership transition in BILL’s top legal and compliance role.

Rene A. Lacerte, CEO and director of BILL Holdings, Inc. (BILL), was awarded 87,600 restricted stock units (RSUs) on 09/15/2025. Each RSU represents a contingent right to receive one share of common stock and the award is held directly by the reporting person. The RSUs vest in 12 equal quarterly installments over three years beginning November 28, 2025, subject to the reporting persons continued service on each vesting date. The reported grant shows 87,600 shares beneficially owned following the transaction and a reported price of $0 per RSU. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/17/2025.

BILL Holdings, Inc. reporting person John R. Rettig, identified as the company's Chief Operating Officer, was granted 73,000 Restricted Stock Units (RSUs) with an effective transaction date of 09/15/2025. Each RSU represents a contingent right to one share of the issuer's common stock and the reporting person held 73,000 shares following the reported grant. The RSUs vest in 12 equal quarterly installments over three years, with vesting beginning on November 28, 2025, and are subject to the reporting persons continued service on each vesting date. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/17/2025.