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SCHEDULE 13D/A 0000921895-25-002532 0001517137 XXXXXXXX LIVE 2 Common Stock, $0.00001 par value per share 10/15/2025 false 0001786352 090043100 BILL Holdings, Inc. 6220 AMERICA CENTER DR. SUITE 100 SAN JOSE CA 95002 JEFFREY C. SMITH 212-845-7977 STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York NY 10017 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 MEAGAN REDA, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001517137 N Starboard Value LP OO N DE 8639900.00 0.00 8639900.00 0.00 8639900.00 N 8.6 PN Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof. 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 4597782.00 0.00 4597782.00 0.00 4597782.00 N 4.6 CO Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof. 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 681182.00 0.00 681182.00 0.00 681182.00 N 0.7 OO 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 239363.00 0.00 239363.00 0.00 239363.00 N 0.2 PN 0001767773 N Starboard Value L LP OO N DE 239363.00 0.00 239363.00 0.00 239363.00 N 0.2 PN 0001575979 N Starboard Value R GP LLC OO N DE 239363.00 0.00 239363.00 0.00 239363.00 N 0.2 OO 0001833016 N Starboard X Master Fund Ltd WC N E9 1712590.00 0.00 1712590.00 0.00 1712590.00 N 1.7 CO 0001517138 N Starboard Value GP LLC OO N DE 8639900.00 0.00 8639900.00 0.00 8639900.00 N 8.6 OO Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof. 0001517139 N Starboard Principal Co LP OO N DE 8639900.00 0.00 8639900.00 0.00 8639900.00 N 8.6 PN Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof. 0001517140 N Starboard Principal Co GP LLC OO N DE 8639900.00 0.00 8639900.00 0.00 8639900.00 N 8.6 OO Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof. 0001362697 N Smith Jeffrey C OO N X1 0.00 8639900.00 0.00 8639900.00 8639900.00 N 8.6 IN Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof. 0001410600 N Feld Peter A OO N X1 0.00 8639900.00 0.00 8639900.00 8639900.00 N 8.6 IN Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof. Common Stock, $0.00001 par value per share BILL Holdings, Inc. 6220 AMERICA CENTER DR. SUITE 100 SAN JOSE CA 95002 The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 2(a) is hereby amended to add the following: In connection with the entry into the Agreement, as defined and described in Item 4 below, Liat Ben-Zur, Nancy Disman, and Frank T. Young are no longer members of the Schedule 13(d) group and ceased to be Reporting Persons immediately upon the execution of the Agreement. The remaining Reporting Persons will continue filing statements on Schedule 13D as a group with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below. Item 4 is hereby amended to add the following: On October 15, 2025, Starboard Value LP and certain of its affiliates (collectively, "Starboard") entered into an agreement with the Issuer (the "Agreement") regarding the composition of the Issuer's Board of Directors (the "Board") and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Agreement, the Issuer agreed to (i) accept the resignation of Stephen Fisher as a Class II director of the Issuer, (ii) increase the size of the Board from twelve (12) to thirteen (13) directors and appoint each of Peter A. Feld and Lee Kirkpatrick as a Class II director of the Issuer with a term expiring at the Issuer's 2027 annual meeting of stockholders, (iii) nominate Beth Johnson and Natalie Derse, in addition to David Hornik and Katherine (Allie) Kline (current Class III directors of the Issuer), for election as Class III directors of the Issuer at the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting"), and (iv) appoint Mr. Feld to the Nominating and Corporate Governance Committee of the Board, Mr. Kirkpatrick to the Audit Committee of the Board, Ms. Johnson to the Compensation Committee of the Board and Ms. Derse to the Audit Committee of the Board immediately following his or her respective appointment or election to the Board. The Issuer also agreed, among other things, that during the Standstill Period (as defined below), the size of the Board shall not be increased to more than thirteen (13) directors without the prior written consent of Starboard. The Agreement also provides that if Mr. Feld ceases to be a director at any time prior to the expiration of the Standstill Period, and at such time Starboard beneficially owns in the aggregate at least the lesser of 3% of the Issuer's then-outstanding Shares and 3,026,567 Shares (such lesser amount, the "Minimum Ownership Threshold"), Starboard shall have the right to recommend a replacement candidate for appointment to the Board. In addition, subject to Starboard's satisfaction of the Minimum Ownership Threshold, if Ms. Derse ceases to be a director at any time prior to the expiration of the Standstill Period, the Agreement provides that Starboard and the Issuer shall work in good faith to promptly mutually agree upon a replacement candidate for appointment to the Board. Pursuant to the terms of the Agreement, Starboard agreed to, among other things, appear in person or by proxy at the 2025 Annual Meeting and vote all of the Shares beneficially owned by Starboard (i) in favor of all of the directors nominated by the Board for election, (ii) in favor of the ratification of the appointment of the Issuer's independent registered public accounting firm, (iii) in accordance with the Board's recommendation with respect to the Issuer's "say-on-pay" proposal, and (iv) in accordance with the Board's recommendation with respect to any other Issuer proposal or stockholder proposal presented at the 2025 Annual Meeting; provided, however, that in the event that Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co., LLC ("Glass Lewis") recommends otherwise with respect to the Issuer's "say-on-pay" proposal or any other Issuer proposal or stockholder proposal presented at the 2025 Annual Meeting (other than proposals relating to the nomination, election, or removal of directors), then Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation. Starboard further agreed that it will vote all Shares beneficially owned by it in accordance with the Board's recommendations on any proposal relating to the appointment, election or removal of directors at any special meeting of the Issuer's stockholders held during the Standstill Period. Notwithstanding the foregoing, the Agreement provides that Starboard shall be permitted to vote in its sole discretion on any proposal of the Issuer submitted for the approval of the Issuer's stockholders in respect of certain extraordinary transactions. Starboard also agreed to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (x) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting") or (y) the date that is one hundred (100) days prior to the first anniversary of the 2025 Annual Meeting (the "Standstill Period"), prohibiting it from, among other things, (i) soliciting proxies or consents with respect to securities of the Issuer, (ii) entering into a voting agreement or forming, joining, or participating in a "group" with other stockholders of the Issuer, other than certain affiliates of Starboard, (iii) seeking or submitting or encouraging any person to submit nominees in furtherance of a contested solicitation for the appointment, election, or removal of directors; provided, however, that Starboard may take actions to identify director candidates in connection with the 2026 Annual Meeting so long as such actions do not create a public disclosure obligation for Starboard or the Issuer, are not publicly disclosed by Starboard, and are undertaken on a basis reasonably designed to be confidential, (iv) submitting any proposal for consideration by stockholders of the Issuer at any annual or special meeting of stockholders or through any referendum of stockholders, soliciting a third party to make an acquisition proposal, commenting on any third-party acquisition proposal, or calling or seeking to call a special meeting of stockholders, (v) seeking, alone or in concert with others, representation on the Board other than as described in the Agreement, or (vi) advising, encouraging, supporting, or influencing any person with respect to the voting or disposition of the Shares. The Issuer and Starboard also made certain customary representations, agreed to mutual non-disparagement provisions, and agreed to issue a mutually agreeable press release announcing certain terms of the Agreement. Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 100,885,582 Shares outstanding as of October 15, 2025, which is the total number of Shares outstanding disclosed by the Issuer to Starboard in connection with the Agreement defined and described in Item 4 above. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 6 is hereby amended to add the following: On October 15, 2025, Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto. On October 16, 2025, the Reporting Persons entered into a Joint Filing Agreement in which such Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item 7 is hereby amended to add the following exhibits: 99.1 - Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld, and BILL Holdings, Inc., dated October 15, 2025. 99.2 - Joint Filing Agreement, by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated October 16, 2025. Starboard Value LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner 10/16/2025 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 10/16/2025 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager 10/16/2025 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner 10/16/2025 Starboard Value L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 10/16/2025 Starboard Value R GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 10/16/2025 Starboard X Master Fund Ltd /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 10/16/2025 Starboard Value GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member 10/16/2025 Starboard Principal Co LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 10/16/2025 Starboard Principal Co GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 10/16/2025 Smith Jeffrey C /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith 10/16/2025 Feld Peter A /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Peter A. Feld 10/16/2025