BILL Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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14a-6(i)(1)

and

0-11.

Dear Fellow Stockholder,

When BILL was founded almost 20 years ago, we set out to help small and medium businesses (SMBs) grow by showing them they didn’t have to do it all on their own – we would be their partner. Since then, we’ve created a platform that supports nearly half a million SMBs and more than 9,000 accountants in moving, managing, and maximizing their money, giving them back time and control so they can focus on what matters most.

Our achievements in Fiscal 2025, despite an uncertain macro environment for SMBs, demonstrate the strength of our offering and how critically important BILL has become to our customers globally. For example, in Fiscal 2025, we:

We are building on this momentum with new product launches, important cost and efficiency actions, and strong additions to our Board of Directors and management team. As we look forward, we are confident in our ability to deliver the superior, sustainable stockholder value that reflects BILL’s industry leadership.

As We Work to Capture BILL’s Substantial Market Opportunity…

The market opportunity for BILL is substantial. Globally, SMB software spend is $344 billion and B2B payment volumes are $135 trillion, according to industry estimates. The scale of BILL’s network positions us well to capture this upside potential. Indeed, more than 1% of U.S. GDP flows through BILL’s network annually, providing deep data and insights. When combined with new innovative offerings, such as BILL Cash Account, Supplier Payments Plus, and our upcoming release of AI agents, we believe BILL can continually reinvent our category and lead a new era of intelligent finance for SMBs.

Our goal is to shift from doing the work withour customers to doing itfor them by anticipating their needs, streamlining financial operations, and helping them grow faster. We’re not just eliminating busywork – we’re enabling smarter decisions, unlocking capital, and helping SMBs thrive.

… We Are Becoming a More Efficient, Agile Organization

To ensure the long-term competitiveness of the business and best position BILL for the future, we are taking additional steps to align our cost structure, equity compensation program and talent more closely with our growth trajectory, and to invest more deliberately in the areas where we can have the greatest impact. As part of this, we recently made the decision to reduce our workforce by 6%. We will continue to be disciplined and incorporate expense management and further structural efficiencies where it makes sense to do so.

In addition to freeing up resources so that BILL can move faster in developing the data-informed solutions that deliver the greatest value to our customers, these changes will enable us to further our progress toward BILL becoming a durable “Rule of 40” company.

A World-Class Board, Including Four New Independent Directors, with “Fit for Purpose” Experience to Oversee BILL’s Strategy

BILL has long benefited from a world-class Board of Directors whose strong skills and experiences align closely with our strategic direction and value creation priorities. Recently, we announced that four new independent directors will be

1 Non-GAAP Operating Income and Free Cash Flow are not prepared in accordance with Generally Accepted Accounting Principles in the United States (GAAP). See Appendix A for a reconciliation to GAAP.

(i)

joining the Board, including Natalie Derse, Chief Financial Officer of Gen Digital; Peter Feld, Managing Member, Portfolio Manager and Head of Research at Starboard Value; Beth Johnson, Former Vice Chair and Chief Experience Officer of Citizens Financial Group; and Lee Kirkpatrick, Former Chief Financial Officer of Twilio. These additions reflect the constructive conversations we have had with Starboard, one of our largest stockholders, as well as the Board’s ongoing refreshment process. Indeed, with these new appointments, nine of BILL’s 13 directors will be new to the Board in the past four years.

BILL’s new directors bring proven experience and highly relevant, complementary skills to those already represented on the Board to help advance our strategic and financial priorities, including in the areas of AI, digital transformation, FinTech, compliance, and operational excellence initiatives, among others.

As we welcome our new directors, we also extend our gratitude to Steve Cakebread and Brian Jacobs, who will be retiring from the Board at the conclusion of their terms at this year’s Annual Meeting, and to Steve Fisher, who retired earlier this month. Their guidance and counsel have been instrumental to BILL’s growth and success.

Bolstering Our Management Team with Exceptional Finance and Operational Leaders

In addition to welcoming new, accomplished, independent directors to our Board, we have also augmented our leadership team, evolving John Rettig’s role as President and Chief Operating Officer, and adding new executives with exceptional financial and operational expertise, including the appointments of:

Delivering Significant, Sustainable Stockholder Value

We have an ambitious mission powered by the innovation of our platform, the scale of our network, and our vision to leverage AI to deliver intelligent financial capabilities for millions of businesses. While we’re proud of all we’ve accomplished, we’re just scratching the surface on what BILL can deliver.

We have a tremendous opportunity to drive significant value creation for both our customers and our shareholders as a result of the investments we have made and the continued focus on executional efficiency. We encourage your participation at the upcoming annual meeting, and ask for your voting support for our directors, 2025 executive compensation program, and other items outlined in this proxy statement.

Thank you for being a stockholder and for your ongoing support of BILL.

Sincerely,

René Lacerte

CEO and Founder

(ii)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

INNISFREE M&A INCORPORATED

Stockholders may call 1 (877) 456-3510 (toll-free from the

U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect 1 (212) 750-5833

(iii)

This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about October 27, 2025.

Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

By Order of the Board of Directors,

Michael Dunn

Interim General Counsel and Corporate Secretary

San Jose, California

October 27, 2025

(iv)

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC), and is designed to assist you in voting your shares. In addition, our fiscal year ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the twelve months ended June 30 of that year. For example, references to “fiscal 2025” refer to the twelve months ended June 30, 2025. Any reference to a year not preceded by “fiscal year” refers to a calendar year.