SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

BILL Holdings, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

090043100

(CUSIP Number)

JEFFREY C. SMITH
STARBOARD VALUE LP, 777 Third Avenue, 18th Floor
New York, NY, 10017
212-845-7977

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard Value LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,639,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,639,900.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

8,639,900.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

10.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,597,782.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,597,782.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

4,597,782.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

5.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

STARBOARD VALUE & OPPORTUNITY S LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 681,182.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 681,182.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

681,182.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard Value & Opportunity Master Fund L LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 239,363.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 239,363.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

239,363.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard Value L LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 239,363.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 239,363.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

239,363.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard Value R GP LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 239,363.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 239,363.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

239,363.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard X Master Fund Ltd

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,712,590.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,712,590.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

1,712,590.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

2.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard Value GP LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,639,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,639,900.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

8,639,900.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

10.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard Principal Co LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,639,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,639,900.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

8,639,900.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

10.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Starboard Principal Co GP LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,639,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,639,900.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

8,639,900.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

10.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Smith Jeffrey C

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,639,900.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,639,900.00

Aggregate amount beneficially owned by each reporting person

8,639,900.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

10.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.

SCHEDULE 13D

CUSIP Number(s):

090043100

Name of reporting person

Feld Peter A

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,610.00
8	Shared Voting Power 8,639,900.00
9	Sole Dispositive Power 2,610.00
10	Shared Dispositive Power 8,639,900.00

Aggregate amount beneficially owned by each reporting person

8,642,510.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

10.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Note to rows (7)(9)(11): Includes 1,614,152 shares of Common Stock underlying certain forward purchase contracts exercisable within 60 days hereof.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.00001 par value per share

(b)

Name of Issuer:

BILL Holdings, Inc.

(c)

Address of Issuer's Principal Executive Offices:

6220 AMERICA CENTER DR., SUITE 100, SAN JOSE, CALIFORNIA , 95002.

Item 1 Comment:

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 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 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 4,597,782 Shares beneficially owned by Starboard V&O Fund is approximately $205,728,347, excluding brokerage commissions (including $69,096,198 paid as consideration for Starboard V&O Fund's entry into certain forward purchase contracts providing for the purchase of 1,614,152 Shares). The aggregate purchase price of the 681,182 Shares beneficially owned by Starboard S LLC is approximately $30,538,117, excluding brokerage commissions. The aggregate purchase price of the 239,363 Shares beneficially owned by Starboard L Master is approximately $10,731,868, excluding brokerage commissions. The aggregate purchase price of the 1,712,590 Shares beneficially owned by Starboard X Master is approximately $71,914,018, excluding brokerage commissions. The aggregate purchase price of the 1,408,983 Shares held in the Starboard Value LP Account is approximately $62,212,000, excluding brokerage commissions. In connection with the appointment of Peter A. Feld to the Board of Directors of the Issuer (the "Board"), as further described in Amendment No. 2 to the Schedule 13D, Mr. Feld has been awarded an aggregate of 7,831 restricted stock units ("RSUs") in connection with his service as a director of the Issuer, of which 2,610 RSUs vest within 60 days of the date hereof and 5,221 remain unvested and do not vest within 60 days of the date hereof.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 85,276,782 Shares outstanding as of August 13, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on August 20, 2026. This Amendment No. 3 is being filed due to a change in the percentage of the outstanding number of Shares owned by the Reporting Persons solely due to a reduction in the number of Shares outstanding. 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.

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.

(c)

Item 5(c) is hereby amended to add the following: The Reporting Persons have not entered into any transactions in the Shares during the past sixty days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended to add the following: On October 17, 2025, Mr. Feld, in his capacity as a director of the Issuer, was awarded 7,831 RSUs which vest as to 1/3 of the total Shares annually on each of October 17, 2026, October 17, 2027, and October 17, 2028, subject to the continuing service of Mr. Feld on each vesting date, of which 2,610 RSUs vest within sixty days of the date hereof.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Starboard Value LP

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Value GP LLC, its general partner
Date:	08/24/2026

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Value LP, its investment manager
Date:	08/24/2026

STARBOARD VALUE & OPPORTUNITY S LLC

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Value LP, its manager
Date:	08/24/2026

Starboard Value & Opportunity Master Fund L LP

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Value L LP, its general partner
Date:	08/24/2026

Starboard Value L LP

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:	08/24/2026

Starboard Value R GP LLC

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory
Date:	08/24/2026

Starboard X Master Fund Ltd

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Value LP, its investment manager
Date:	08/24/2026

Starboard Value GP LLC

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Principal Co LP, its member
Date:	08/24/2026

Starboard Principal Co LP

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:	08/24/2026

Starboard Principal Co GP LLC

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Authorized Signatory
Date:	08/24/2026

Smith Jeffrey C

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Attorney-in-Fact for Jeffrey C. Smith
Date:	08/24/2026

Feld Peter A

Signature:	/s/ Lorelei Martin
Name/Title:	Lorelei Martin, Attorney-in-Fact for Peter A. Feld
Date:	08/24/2026