Sec Form 3 Filing - Starboard Value LP @ BILL Holdings, Inc. - 2026-08-20

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Starboard Value LP 2. Issuer Name and Ticker or Trading Symbol BILL Holdings, Inc. [ BILL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote 2 (Last) (First) (Middle) 777 THIRD AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2026 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.00001 par value per share ( 1 ) ( 2 ) ( 3 ) 2,983,630 I By Starboard Value and Opportunity Master Fund Ltd ( 4 ) Common Stock, $0.00001 par value per share ( 1 ) ( 2 ) ( 3 ) 681,182 I By Starboard Value and Opportunity S LLC ( 5 ) Common Stock, $0.00001 par value per share ( 1 ) ( 2 ) ( 3 ) 239,363 I By Starboard Value and Opportunity Master Fund L LP ( 6 ) Common Stock, $0.00001 par value per share ( 1 ) ( 2 ) ( 3 ) 1,712,590 I By Starboard X Master Fund Ltd ( 7 ) Common Stock, $0.00001 par value per share ( 1 ) ( 2 ) ( 3 ) 1,408,983 I By Managed Account of Starboard Value LP ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Forward Purchase Contract ( 9 ) ( 9 ) 12/21/2026 Common Stock, $0.00001 par value 1,614,152 I By Starboard Value and Opportunity Master Fund Ltd ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Starboard Value LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 X See Footnote 2 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 See Footnote 2 STARBOARD VALUE & OPPORTUNITY S LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 See Footnote 2 Starboard Value & Opportunity Master Fund L LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 See Footnote 2 Starboard X Master Fund Ltd 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 See Footnote 2 Starboard Value L LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 See Footnote 2 Starboard Value R GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 See Footnote 2 Starboard Value GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 X See Footnote 2 Starboard Principal Co LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 X See Footnote 2 Starboard Principal Co GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 X See Footnote 2 Signatures Starboard Value LP, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Value GP LLC, its general partner 08/31/2026 Signature of Reporting Person Date Starboard Value & Opportunity Master Fund Ltd, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Value LP, its investment manager 08/31/2026 Signature of Reporting Person Date Starboard Value & Opportunity S LLC, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Value LP, its manager 08/31/2026 Signature of Reporting Person Date Starboard Value and Opportunity Master Fund L LP, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Value L LP, its general partner 08/31/2026 Signature of Reporting Person Date Starboard X Master Fund Ltd, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Value LP, its investment manager 08/31/2026 Signature of Reporting Person Date Starboard Value L LP, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Value R GP LLC, its general partner 08/31/2026 Signature of Reporting Person Date Starboard Value R GP LLC, By: /s/ Lorelei Martin, Authorized Signatory 08/31/2026 Signature of Reporting Person Date Starboard Value GP LLC, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Principal Co LP, its member 08/31/2026 Signature of Reporting Person Date Starboard Principal Co LP, By: /s/ Lorelei Martin, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 08/31/2026 Signature of Reporting Person Date Starboard Principal Co GP LLC, By: /s/ Lorelei Martin, Authorized Signatory 08/31/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP") and Jeffrey C. Smith (collectively, the "Reporting Persons"). ( 2 )This Form 3 is being filed solely due to a decrease in the number of the Issuer's outstanding shares of Common Stock and not as a result of any acquisition by the Reporting Persons. ( 3 )To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. ( 5 )Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. ( 6 )Securities beneficially owned by Starboard L Master. Each of Starboard L GP, as the general partner of Starboard L Master, and Starboard R GP, as the general partner of Starboard L GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. ( 7 )Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. ( 8 )Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account. ( 9 )Starboard V&O Fund has entered into forward purchase contracts with Nomura Global Financial Products Inc. as the counterparty providing for the purchase of an aggregate of 1,614,152 shares of the Issuer's Common Stock having an aggregate purchase price of $69,096,198 (the "Forward Contracts"). The Forward Contracts have a final valuation date of December 21, 2026, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date, none of the Forward Contracts give Starboard V&O Fund voting and dispositive control over the shares to which such contracts relate.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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