Form 4: BILL Holdings Director Boosts Stake via RSUs & Forward Contracts

Peter A. Feld, a Director of BILL Holdings, Inc. and Managing Member of Starboard Value LP, reported an increase in his beneficial ownership through new Restricted Stock Units and indirect holdings via Starboard.

Summary

• Peter A. Feld, a Director of BILL Holdings, Inc. and Managing Member of Starboard Value LP, reported changes in his beneficial ownership.
• Feld indirectly beneficially owns 7,025,748 shares of Common Stock, $0.00001 par value, through Starboard Value LP.
• He was granted 7,831 Restricted Stock Units (RSUs) on October 17, 2025, which represent a contingent right to receive one share of Common Stock per RSU.
• These RSUs will vest in three equal annual installments on October 17, 2026, October 17, 2027, and October 17, 2028, contingent on his continued service.
• Starboard Value LP has also entered into forward purchase contracts for an aggregate of 1,614,152 shares of Common Stock with an aggregate purchase price of $69,096,198.
• The forward contracts have a final valuation date of December 21, 2026, with an option for early settlement, and provide for physical settlement without voting or dispositive control until settlement.

Sentiment

Score: 7

Explanation: The filing indicates a director's increased beneficial ownership and a significant investment by an affiliated fund, which are generally positive signals of confidence in the company's future prospects and alignment of interests. The indirect nature of some holdings and lack of immediate voting control on forward contracts slightly temper the score.

Positives

• A director, Peter A. Feld, is increasing his beneficial ownership in the company, which can signal confidence in future performance.
• The grant of 7,831 Restricted Stock Units (RSUs) aligns the director's long-term interests with those of shareholders.
• Starboard Value LP, an investment manager where Feld is a Managing Member, holds a significant indirect stake of 7,025,748 shares, indicating substantial institutional investment.
• Starboard's forward purchase contracts for an additional 1,614,152 shares represent a further commitment to the company's equity, totaling an aggregate purchase price of $69,096,198.

Negatives

• The beneficial ownership of 7,025,748 shares and 1,614,152 shares via forward contracts is indirect through Starboard Value LP, meaning Peter A. Feld disclaims beneficial ownership except to the extent of his pecuniary interest.
• The forward purchase contracts do not grant voting and dispositive control over the underlying shares until the settlement date, which is December 21, 2026, or an earlier elected date.

Risks

• The Reporting Person expressly disclaims beneficial ownership of securities held by Starboard Accounts except to the extent of his pecuniary interest therein, which could limit his direct influence or accountability.
• The forward purchase contracts involve a counterparty (Nomura Global Financial Products Inc.), introducing counterparty risk until physical settlement occurs.
• The ability for early settlement of the forward contracts could introduce variability in the timing of Starboard's direct ownership and control over the shares.

Future Outlook

The vesting schedule for the Restricted Stock Units extends through October 2028, indicating a long-term commitment from the director. The forward purchase contracts are set to finalize by December 2026, potentially increasing Starboard Value LP's direct ownership and control over a significant block of shares.

Industry Context

NA

Related Party Transactions

• Peter A. Feld, a Director, is also a Managing Member of Starboard Value LP, which indirectly holds a significant number of BILL Holdings shares and has entered into forward purchase contracts for additional shares. This constitutes a related party transaction due to the common control/influence.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a director and significant investment by an activist fund (Starboard Value LP) may be viewed positively, signaling confidence and potential for enhanced governance or strategic direction.
• Employees: The director's long-term equity incentives (RSUs) align his interests with the company's long-term success, which could indirectly benefit employees through stable growth.
• Creditors: A strong institutional investor base and management alignment can contribute to financial stability, potentially benefiting creditors.

Next Steps

• The RSUs will vest annually on October 17, 2026, 2027, and 2028, subject to the director's continued service.
• The forward purchase contracts are expected to settle by December 21, 2026, at which point Starboard Value LP will gain voting and dispositive control over the underlying shares.

Key Dates

Recommendation

The filing indicates a director's increased beneficial ownership in BILL Holdings, both directly through Restricted Stock Units and indirectly through Starboard Value LP's substantial holdings and forward purchase contracts. This insider activity, particularly from a director associated with an activist fund, typically signals strong confidence in the company's future performance and strategic direction, making it a positive indicator for potential investors.

Keywords

BILL Holdings, BILL, Peter A. Feld, Starboard Value LP, Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU, Forward Purchase Contract, Director, Equity, Investment