STOCK TITAN

Starboard's BILL stake tops 10% without recent trades

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

BILL Holdings, Inc. (BILL) is the subject of this Amendment No. 3 to a Schedule 13D filed by Starboard-affiliated entities and individuals. The group reports beneficial ownership of 8,639,900 shares of common stock, representing 10.1% of BILL’s 85,276,782 shares outstanding as of August 13, 2026. This amendment is triggered by a change in ownership percentage solely due to a reduction in shares outstanding, not new share purchases or sales.

The Starboard funds’ positions include 1,614,152 shares underlying forward purchase contracts exercisable within 60 days. Starboard Value & Opportunity Master Fund holds 4,597,782 shares (aggregate purchase price about $205.7 million), Starboard S LLC 681,182 shares (about $30.5 million), Starboard L Master 239,363 shares (about $10.7 million), Starboard X Master 1,712,590 shares (about $71.9 million), and 1,408,983 shares are held in a Starboard Value LP account (about $62.2 million), all excluding brokerage commissions.

Peter A. Feld, a director of BILL associated with Starboard, has been awarded 7,831 restricted stock units, vesting in three equal annual installments on October 17, 2026, 2027 and 2028, with 2,610 RSUs vesting within 60 days of this amendment. The reporting persons state they have not entered into any BILL share transactions in the past 60 days and expressly disclaim beneficial ownership of securities they do not directly own.

Positive

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Shares beneficially owned 8,639,900 shares Total BILL common shares beneficially owned by Starboard reporting group
Percent of class 10.1% Portion of BILL’s 85,276,782 shares outstanding as of August 13, 2026
Shares outstanding 85,276,782 shares BILL common shares outstanding as of August 13, 2026, per Form 10-K
Starboard V&O Fund aggregate purchase price $205,728,347 Aggregate purchase price for 4,597,782 BILL shares, excluding commissions
Forward purchase contracts consideration $69,096,198 Part of Starboard V&O Fund’s purchase price for 1,614,152 forward-contract shares
Forward contract underlying shares 1,614,152 shares BILL shares underlying forward purchase contracts exercisable within 60 days
Starboard X Master aggregate purchase price $71,914,018 Aggregate purchase price for 1,712,590 BILL shares, excluding commissions
Restricted stock units awarded to Peter A. Feld 7,831 RSUs Equity award vesting in three annual installments starting October 17, 2026
forward purchase contracts financial
"including 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable"
restricted stock units financial
"Mr. Feld has been awarded an aggregate of 7,831 restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
beneficially owned financial
"11Aggregate amount beneficially owned by each reporting person 8,639,900.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting power financial
"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive power financial
"9 | Sole Dispositive Power 8,639,900.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

How much of BILL (BILL) does the Starboard group currently beneficially own?

The Starboard reporting group beneficially owns 8,639,900 shares of BILL common stock, representing 10.1% of the 85,276,782 shares outstanding as of August 13, 2026, based on the company’s Form 10-K filed on August 20, 2026.

Why was this Amendment No. 3 to the Schedule 13D for BILL (BILL) filed?

Amendment No. 3 was filed because the Reporting Persons’ percentage ownership in BILL changed solely due to a reduction in the number of shares outstanding. They state there were no share transactions in the past 60 days that triggered the change.

What role do forward purchase contracts play in Starboard’s BILL (BILL) position?

The reported BILL position includes 1,614,152 shares of common stock underlying forward purchase contracts exercisable within 60 days. For Starboard Value & Opportunity Master Fund, about $69,096,198 of its aggregate purchase price relates to entering into these contracts.

How are BILL (BILL) shares distributed among the main Starboard entities?

Starboard Value & Opportunity Master Fund holds 4,597,782 BILL shares, Starboard S LLC 681,182, Starboard L Master 239,363, Starboard X Master 1,712,590, and a Starboard Value LP account 1,408,983. Several Starboard management entities report beneficial ownership via control of these vehicles.

What equity compensation in BILL (BILL) has director Peter A. Feld received?

Peter A. Feld has been awarded 7,831 restricted stock units (RSUs) for his service as a BILL director. These RSUs vest in three equal annual installments on October 17, 2026, 2027, and 2028, with 2,610 RSUs vesting within 60 days of the amendment date.

Have the Starboard Reporting Persons traded BILL (BILL) shares recently?

The Reporting Persons state that they have not entered into any transactions in BILL shares during the past sixty days. The ownership change reflected in this amendment arises from a change in BILL’s shares outstanding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





090043100

(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP, 777 Third Avenue, 18th Floor
New York, NY, 10017
212-845-7977


ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300


MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/20/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.


SCHEDULE 13D


Starboard Value LP
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Value GP LLC, its general partner
Date:08/24/2026
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Value LP, its investment manager
Date:08/24/2026
STARBOARD VALUE & OPPORTUNITY S LLC
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Value LP, its manager
Date:08/24/2026
Starboard Value & Opportunity Master Fund L LP
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Value L LP, its general partner
Date:08/24/2026
Starboard Value L LP
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:08/24/2026
Starboard Value R GP LLC
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory
Date:08/24/2026
Starboard X Master Fund Ltd
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Value LP, its investment manager
Date:08/24/2026
Starboard Value GP LLC
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Principal Co LP, its member
Date:08/24/2026
Starboard Principal Co LP
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:08/24/2026
Starboard Principal Co GP LLC
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Authorized Signatory
Date:08/24/2026
Smith Jeffrey C
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Attorney-in-Fact for Jeffrey C. Smith
Date:08/24/2026
Feld Peter A
Signature:/s/ Lorelei Martin
Name/Title:Lorelei Martin, Attorney-in-Fact for Peter A. Feld
Date:08/24/2026