SCHEDULE: Starboard Value Takes 8.5% Stake in BILL Holdings

Activist investor Starboard Value LP and its affiliates have disclosed an 8.5% stake in BILL Holdings, Inc., signaling intent to nominate directors and pursue value creation.

Summary

• Starboard Value LP and its affiliated funds and individuals (collectively, "Reporting Persons") have acquired an 8.5% beneficial ownership stake in BILL Holdings, Inc.
• This stake comprises 8,639,900 shares of Common Stock, including 1,614,152 shares underlying forward purchase contracts exercisable within 60 days.
• The Reporting Persons purchased the shares based on their belief that BILL Holdings, Inc. was undervalued and represented an attractive investment opportunity.
• They intend to nominate a slate of highly qualified director candidates for election to the Issuer's Board of Directors at the 2025 Annual Meeting of Stockholders.
• Starboard plans to engage in discussions with BILL Holdings' management and Board regarding opportunities for value creation, Board representation, and overall Board composition.
• The aggregate purchase price for the shares acquired by Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master, and the Starboard Value LP Account totals approximately $385,975,919, excluding brokerage commissions.
• Transactions in BILL Holdings' securities by Starboard entities occurred between July 18, 2025, and September 4, 2025, involving purchases and sales of common stock, put options, and forward contracts.

Sentiment

Score: 7

Explanation: The filing indicates a significant activist stake with clear intentions to drive value creation and board changes, which is generally viewed positively by the market as it signals potential for strategic improvements and increased shareholder focus. However, it also implies dissatisfaction with current performance, which could be a slight negative.

Positives

• A prominent activist investor, Starboard Value LP, has identified BILL Holdings, Inc. as an undervalued investment opportunity, suggesting potential for improved shareholder value.
• Starboard's stated intention to nominate directors and engage with management and the Board could lead to enhanced corporate governance and strategic initiatives.
• The acquisition of a significant 8.5% stake demonstrates a strong conviction in the company's long-term potential.

Negatives

• The activist stake implies Starboard Value LP believes current management or board strategies are not fully maximizing shareholder value, potentially indicating underlying operational or strategic issues.
• A proxy contest or prolonged activist engagement could create uncertainty and divert management's focus from core business operations.
• The filing does not provide specific details on the "opportunities for value creation," leaving the exact nature of Starboard's proposed changes unclear.

Risks

• Potential for a proxy fight if Starboard's demands for board representation are not met, which could be disruptive and costly for BILL Holdings, Inc.
• Uncertainty regarding the outcome of Starboard's engagement with management and the Board, and whether their proposed changes will ultimately lead to value creation.
• The possibility that Starboard may increase or decrease its position, or engage in hedging activities, which could impact share price volatility.

Future Outlook

Starboard Value LP intends to actively engage with BILL Holdings, Inc.'s management and Board to explore opportunities for value creation. They plan to nominate director candidates for the 2025 Annual Meeting of Stockholders and may propose changes to the company's capitalization, ownership structure, board composition, or suggest business combinations/dispositions to improve financial and operational performance.

Industry Context

The filing indicates an activist investor's belief that BILL Holdings, Inc. is undervalued, a common theme in the financial technology or business software sector where companies may face pressure to optimize operations, enhance growth strategies, or explore strategic alternatives to unlock shareholder value. Such activist campaigns often target companies perceived to be underperforming relative to peers or not fully capitalizing on market opportunities.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through activist engagement and strategic changes. Possible volatility in share price due to activist activity.
• Management/Board: Increased pressure to perform and potentially face challenges to their positions or strategic direction.
• Employees: No direct impact mentioned, but strategic changes could indirectly affect employees.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Starboard Value LP will continue to review its investment in BILL Holdings, Inc.
• Starboard intends to engage in discussions with BILL Holdings' management and Board regarding value creation, Board representation, and composition.
• Starboard plans to nominate a slate of highly qualified director candidates for election at the Issuer's 2025 Annual Meeting of Stockholders.
• Starboard may increase or decrease its position in BILL Holdings, Inc. shares, or engage in hedging transactions.
• Starboard may make recommendations or proposals concerning changes to capitalization, ownership structure, board structure, potential business combinations or dispositions, or suggestions for improving financial and/or operational performance.

Key Dates

Recommendation

The entry of a prominent activist investor like Starboard Value LP, known for its track record of driving value creation, typically signals that the company's shares are undervalued and that there is significant potential for strategic and operational improvements. Starboard's intent to nominate directors and engage in discussions about value creation and board composition suggests a catalyst for positive change. While there's a risk of a proxy fight, the overall sentiment from such an activist stake is often positive for long-term investors looking for a turnaround or strategic shift.

Keywords

BILL Holdings, Starboard Value, Activist Investor, Schedule 13D, Corporate Governance, Board Representation, Value Creation, Shareholder Activism, Investment Opportunity, Common Stock