UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________

FORM 8-K

____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): October 17, 2025

~~Date of Report (Date of earliest event reported): October 14, 2025~~____________________________________

BILL Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39149		83-2661725
(State or Other Jurisdictionof Incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

____________________________________

6220 America Center Drive, Suite 100 San Jose, California	95002
Delaware		001-39149	83-2661725
(Address of Principal Executive Offices)	(Zip Code)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
6220 America Center Drive, Suite 100San Jose, California			95002
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 621-7700

(Former Name or Former Address, if Changed Since Last Report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~TradingSymbol(s)~~

~~Name of each exchangeon which registered~~

TradingSymbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value

~~BILL~~

~~The New York Stock Exchange~~

BILL

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers..

On October 15 17, 2025, the Board of Directors (the “Board”) of BILL Holdings, Inc. (the “Company”) ~~entered~~increased ~~into~~the asize ~~cooperation~~of ~~agreement (~~the ~~“Agreement”)~~ ~~with~~Board ~~Starboard~~from ~~Value~~12 LPto 13 directors and ~~certain~~appointed Peter A. Feld and Lee Kirkpatrick as Class II directors of ~~its~~the ~~affiliates~~Company (collectively, the “~~Starboard~~Directors”)., with each of their terms expiring at the 2027 annual meeting of the Company’s stockholders and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.

InMr. ~~the~~Feld ~~Agreement,~~has ~~the~~been ~~Company~~appointed ~~(i) confirmed~~to the ~~resignation~~Nominating ofand ~~Stephen~~Corporate ~~Fisher~~Governance asCommittee ~~a Class II director~~ of the ~~Company,~~Board. Mr. asKirkpatrick ofhas ~~October 14,~~been ~~2025;~~appointed ~~(ii) agreed~~ to ~~increase~~ the ~~size~~Audit ofCommittee ~~the Board~~ of ~~Directors of~~ the ~~Company (the “~~Board”) ~~from 12 to 13 directors~~ and ~~to appoint Peter A. Feld and Lee Kirkpatrick as Class II directors of the Company~~, ~~with~~immediately ~~each~~following ~~of their terms expiring at~~ the ~~2027~~2025 annual meeting of the Company’s stockholders~~; and (iii) agreed to nominate Beth Johnson and Natalie Derse~~, inwill ~~addition~~become ~~to David Hornik and Katherine (Allie) Kline (current Class III directors of~~ the ~~Company),~~Chair ~~for election as Class III directors~~ of the ~~Company~~Audit ~~at the 2025 annual meeting of the Company’s stockholders (the “2025 Annual Meeting”)~~Committee.

~~With~~Mr. ~~respect~~Feld tois ~~the~~a ~~2025~~Managing ~~Annual Meeting~~Member, Portfolio Manager and Head of Research of Starboard ~~agreed~~Value toLP since April 2011, ~~among~~with ~~other~~significant ~~things~~experience in corporate finance, ~~(i) withdraw~~corporate ~~its~~governance, ~~letter~~and capital markets. Prior to ~~the~~founding ~~Company~~Starboard ~~dated~~in ~~September 5~~2011, ~~2025,~~Mr. ~~nominating~~Feld was a ~~slate~~Managing ofDirector ~~director~~and ~~candidates~~Head toof beResearch ~~elected~~at toRamius ~~the~~LLC ~~Board~~for atfunds ~~the~~that ~~2025~~comprised ~~Annual~~the ~~Meeting,~~Value and ~~each~~Opportunity ~~director~~investment ~~nomination~~platform. ~~set~~Prior ~~forth~~to ~~therein,~~joining ~~and~~Ramius ~~(ii) vote~~in ~~all~~February ~~shares~~2005, ofMr. ~~the~~Feld ~~Company’s~~was ~~common~~an ~~stock~~analyst ~~beneficially~~in ~~owned~~the byTechnology ~~Starboard~~Investment inBanking ~~favor~~group ofat ~~the~~Banc ~~Company’s~~of ~~director~~America ~~nominees~~Securities ~~and~~LLC. Mr. inFeld ~~accordance~~currently ~~with~~serves on the Board’s ~~recommendations~~of onQorvo, ~~all~~Inc., ~~other~~an ~~proposals~~American semiconductor company that designs, ~~subject~~manufactures, toand ~~certain~~supplies ~~limited~~radio-frequency ~~exceptions~~systems for applications. Mr. Feld received a B.A. degree in Economics from Tufts University.

~~Starboard~~Mr. ~~also~~Kirkpatrick ~~agreed~~is toa ~~certain~~technology ~~customary~~industry ~~standstill provisions~~veteran, ~~effective~~having served as ofChief ~~the~~Financial ~~date~~Officer ofat ~~the~~Twilio ~~Agreement~~from ~~through~~2012-2018, where he led the ~~earlier~~company ofthrough ~~(x)~~its 15IPO ~~business~~and ~~days~~several ~~prior~~strategic acquisitions to ~~the~~expand ~~deadline~~cloud ~~for~~and ~~the~~software ~~submission~~offerings. ofPrior ~~stockholder~~to ~~nominations~~that, ~~for~~he ~~the~~held ~~2026~~senior ~~annual~~executive ~~meeting~~roles at a number of ~~the~~companies, ~~Company’s~~including ~~stockholders~~SAY ~~pursuant~~Media, toVideoEgg, ~~the~~Kodak ~~Company’s~~Imaging ~~bylaws~~Network, orOfoto, ~~(y) the~~iOwn ~~date~~and ~~that~~HyperParallel. Mr. isKirkpatrick ~~100~~has ~~days~~served ~~prior~~as toa ~~the~~director ~~first~~at ~~anniversary~~multiple ofpublic ~~the~~and ~~2025~~private ~~Annual~~companies, ~~Meeting~~and ~~(the~~currently ~~“Standstill~~serves ~~Period”).~~as ~~The~~an ~~Company~~independent ~~also~~board ~~agreed~~member ~~that~~at itSpreedly ~~will~~and ~~not~~independent ~~increase~~board ~~the~~member ~~size~~and ofAudit ~~the~~Chair ~~Board~~at toUpdater. ~~more~~He ~~than~~holds 13a ~~directors~~B.S. ~~during~~in Business Administration from the ~~Standstill~~University ~~Period~~of ~~without~~Southern ~~Starboard’s~~California ~~prior~~and ~~written~~an ~~consent~~M.B.A. in Finance from Columbia University.

The ~~Agreement~~Company ~~also~~previously ~~includes~~reported ~~provisions~~the ~~regarding~~entry ~~committee~~into ~~membership~~a Cooperation Agreement, dated as of ~~the~~October ~~directors~~15, to2025, bebetween ~~appointed~~the Company and ~~elected,~~Starboard ~~procedures~~Value ~~for~~LP, ~~determining~~and ~~any~~filed ~~replacements~~as ~~during~~Exhibit 10.1 the ~~Standstill~~Company’s ~~Period~~Current ~~for~~Report ~~Mr. Feld~~on ~~and~~Form ~~Ms. Derse~~8-K filed on October 16, a2025 ~~requirement~~(the ~~that~~“Cooperation MrAgreement”). ~~Feld~~ As ~~resign~~of ~~from~~ the ~~Board~~date ifhereof, ~~Starboard’s~~other ~~ownership~~than ofthe ~~Company~~Cooperation ~~common~~Agreement, ~~stock~~there ~~drops~~is ~~below~~no aarrangement ~~minimum~~or ~~threshold,~~understanding ~~non-disparagement,~~between ~~confidentiality~~the Directors and ~~Starboard’s~~any ~~expense~~other ~~reimbursement,~~person ~~among~~pursuant ~~other~~to ~~matters~~which the Directors were selected. Neither of the Directors has any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

The ~~foregoing~~Directors ~~description~~will ofenter into the ~~terms~~Company’s ~~and~~form ~~conditions~~ of ~~the~~Indemnification Agreement, ~~does~~which ~~not purport to be complete and~~ is ~~qualified~~attached inas ~~its~~Exhibit ~~entirety~~10.1 ~~by reference~~ to the ~~full~~Company’s ~~text~~Registration ofStatement ~~the~~on ~~Agreement,~~Form aS-1 ~~copy~~filed ofwith ~~which~~the isCommission ~~attached~~on asNovember ~~Exhibit~~15, ~~10.1~~2019 ~~hereto~~(File ~~and is incorporated herein by reference~~No. 333-234730).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 14, 2025, Stephen Fisher submitted a letter of resignation from the Board, effective immediately. Mr. Fisher’s resignation was not a result of any disagreement with the Company over any of its operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On October 16, 2025, the Company and Starboard jointly issued a press release announcing the changes to the Company’s Board and the entry into the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished with Item 7.01 of this Form 8-K, including exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Exhibit Description
10.1		Cooperation Agreement, dated as of October 15, 2025, by and between BILL Holdings, Inc. and the Starboard entities and natural persons listed on the signature pages attached thereto.
99.1		Press Release, dated October 16, 2025.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			~~BILL HOLDINGS, INC.~~	BILL HOLDINGS, INC.
Date: October 16, 2025		By:	/s/ René Lacerte
Date:	October 20, 2025		By:	/s/ René Lacerte
			René Lacerte Chairman and Chief Executive Officer
				René LacerteChairman and Chief Executive Officer

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