BILL (BILL) Form S-8 Relies on 2025 10-K and Exchange Act Reports

Rhea-AI Filing Summary

BILL Holdings, Inc. files a Form S-8 registration that omits Part I information under the Form S-8 instruction and incorporates by reference its Annual Report on Form 10-K for the fiscal year ended June 30, 2025, plus all Exchange Act reports filed since that 10-K, and the description of its common stock as previously filed on Form 8-A and updated in Exhibit 4.3 to its 2023 Annual Report. Subsequent Exchange Act filings will also be incorporated by reference and will modify prior statements to the extent they conflict.

Positive

• Uses incorporation by reference to streamline disclosure and avoid duplicative filings by pointing to the registrant's 10-K and subsequent Exchange Act reports
• Complies with Form S-8 instruction by omitting Part I and relying on prior filings for substantive information

Negative

• Part I information is omitted, so the registration text does not include stand-alone plan or securities detail within this excerpt
• No specific securities details (e.g., number of shares, plan terms) are provided in the provided content

Insights

Securities/Financial Analyst

TL;DR: Routine S-8 uses incorporation by reference to rely on existing SEC filings for disclosure, limiting duplicative information in the registration.

This filing is procedural: it registers securities under an employee benefit plan form while omitting Part I because the Form S-8 instruction allows incorporation of existing disclosures. The filing points investors and regulators to the 10-K (fiscal 2025) and subsequent Exchange Act reports for substantive details. There are no new financial metrics or transaction disclosures in this text.

Corporate Governance Expert

TL;DR: The document relies on incorporated reports for governance and disclosure rather than adding new standalone disclosures in the registration.

The registrant explicitly ties the S-8 disclosure to its latest 10-K and ongoing Exchange Act filings, which centralizes material information in those filings. This is standard practice for equity awards registration; the text does not disclose plan terms, share amounts, or governance changes within the excerpt provided.

As filed with the Securities and Exchange Commission on August 28, 2025.

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________________________

BILL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware						83-2661725
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

6220 America Center Drive, Suite 100

San Jose, California 95002

(Address of Principal Executive Offices) (Zip Code)

2019 Equity Incentive Plan

2019 Employee Stock Purchase Plan

(Full title of the plans)

René Lacerte

Chief Executive Officer and Founder

BILL Holdings, Inc.

6220 America Center Drive, Suite 100

San Jose, California 95002

(650) 621-7700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies to:

Mark C. Stevens Dawn H. Belt Per B. Chilstrom Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 Raj Aji Michael Dunn Michael Shaw BILL Holdings, Inc. 6220 America Center Drive, Suite 100 San Jose, California 95002 (650) 621-7700

____________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

o

Emerging growth company

o

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 7(a)(2)(B) of the Securities Act.☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, BILL Holdings, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 5,150,561 additional shares of the Registrant’s common stock under the Registrant’s 2019 Equity Incentive Plan and 1,030,112 additional shares of the Registrant’s common stock under the Registrant’s 2019 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on December  12, 2019 (Registration No. 333-235459), November  6, 2020 (Registration No. 333-249935), August  30, 2021 (Registration No. 333-259178), August  22, 2022 (Registration No. 333-267008), August  29, 2023 (Registration No. 333-274255), and August 23, 2024 (Registration No. 333-281759). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)    the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Commission on August 28, 2025;

(b)    all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c)    the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-39149) filed with the Commission on December 3, 2019 under Section 12(b) of the Exchange Act, as updated by the description of the Registrant's registered securities contained in Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Commission on August 29, 2023, including any amendments or reports filed for the purpose of updating such description.

All documents and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference:

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.1

Restated Certificate of Incorporation of the Registrant, as amended.

10-Q

001-39149

3.1

02/07/2025

4.2

Second Amended and Restated Bylaws of the Registrant.

8-K

001-39149

3.2

02/17/2023

4.3

Form of Registrant’s Common Stock Certificate.

S-1/A

333-234730

4.1

12/2/2019

5.1

Opinion of Fenwick & West LLP.

X

23.1

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

X

23.2

Consent of Ernst & Young LLP, independent registered public accounting firm.

X

23.3

Consent of Fenwick & West LLP (included in Exhibit 5.1).

X

24.1

Power of Attorney (included on the signature page of this Registration Statement).

X

99.1

2019 Equity Incentive Plan and forms of award agreements.

10-K

001-39149

10.4

08/29/2023

99.2

2019 Employee Stock Purchase Plan and forms of enrollment agreement.

10-K

001-39149

10.5

08/29/2023

107

Filing Fee Table

X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 28th day of August, 2025.

BILL HOLDINGS, INC.
By:						/s/ René Lacerte
						René Lacerte Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints René Lacerte and Rohini Jain, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ René Lacerte

Chief Executive Officer and Director

August 28, 2025

René Lacerte

(Principal Executive Officer)

/s/ Rohini Jain

Chief Financial Officer

August 28, 2025

Rohini Jain

(Principal Financial Officer)

/s/ Germaine Cota

Senior Vice President, Finance and Accounting

August 28, 2025

Germaine Cota

(Principal Accounting Officer)

/s/ Aida Alvarez

Director

August 28, 2025

Aida Alvarez

/s/ Steven Cakebread

Director

August 28, 2025

Steven Cakebread

/s/ Stephen Fisher

Director

August 28, 2025

Stephen Fisher

/s/ Keri Gohman

Director

August 28, 2025

Keri Gohman

/s/ David Hornik

Director

August 28, 2025

David Hornik

/s/ Brian Jacobs

Director

August 28, 2025

Brian Jacobs

/s/ Allie Kline

Director

August 28, 2025

Allie Kline

/s/ Allison Mnookin

Director

August 28, 2025

Allison Mnookin

/s/ Tina Reich

Director

August 28, 2025

Tina Reich

/s/ Alison Wagonfeld

Director

August 28, 2025

Alison Wagonfeld

/s/ Dan Wernikoff

Director

August 28, 2025

Dan Wernikoff

FAQ

What does this Form S-8 incorporate by reference for BILL?

The registration incorporates the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2025 and all Exchange Act reports filed since that 10-K, plus the description of common stock filed on Form 8-A and updated in Exhibit 4.3 to the 2023 Annual Report.

Why is Part I of Form S-8 omitted in this registration?

Part I is omitted in accordance with the instruction to Part I of Form S-8, allowing the registrant to incorporate existing disclosures by reference rather than repeating them.

Does this excerpt disclose the number of shares being registered under the S-8?

No. The provided content does not include any specific share amounts or plan terms.

Will subsequent filings update the information in this registration?

Yes. Any Exchange Act reports or definitive proxy/information statements filed after this registration and before a post-effective amendment will be deemed incorporated by reference and may modify prior statements.

Where can investors find the substantive details referenced by this S-8?

Investors should refer to the registrant's Form 10-K for the fiscal year ended June 30, 2025 and subsequent Exchange Act filings for the substantive disclosures referenced in this registration.