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Form 4: Cannae Entities Exit Dun & Bradstreet for $9.15 Per Share

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dun & Bradstreet Holdings, Inc. (DNB) reported that Cannae-related reporting persons disposed of their entire beneficial ownership of the issuer’s common stock on 08/26/2025 pursuant to a merger. Under the Merger Agreement dated March 23, 2025, each outstanding DNB share was cancelled and converted into the right to receive $9.15 in cash per share as merger consideration.

The filing is made jointly by Cannae Holdings, Inc., Cannae Holdings, LLC and DNB Holdco, LLC. The report shows a total disposition of 59,048,691 shares (24,048,691 shares by DNB Holdco, LLC and 35,000,000 shares by Cannae Funding D, LLC), leaving 0 shares beneficially owned by the reporting persons following the transaction.

Positive

  • Definitive merger consideration: each share converted into $9.15 cash, providing a clear realized price
  • Complete disposition documented: reporting persons disposed of 59,048,691 shares, leaving 0 shares beneficially owned

Negative

  • None.

Insights

TL;DR: Reporting persons cashed out 59.05M DNB shares at $9.15 each under the merger, eliminating their holdings.

The Form 4 documents a firm, contract-driven disposition tied to a previously announced Merger Agreement converting each DNB share into $9.15 in cash. This is a definitive, non-discretionary corporate action rather than an opportunistic sale. For valuation purposes, the transaction provides a clear realized price for those shares and confirms the change in public float following the merger closing.

TL;DR: Joint filing by parent/subsidiary entities records disposition consistent with merger mechanics and corporate control structure.

The filing clarifies the reporting chain: DNB Holdco, LLC is a subsidiary of Cannae Holdings, LLC, which is itself a subsidiary of Cannae Holdings, Inc. The joint Form 4 and referenced exhibit reflect standard Section 16 reporting for insider dispositions resulting from a corporate merger that cancels outstanding shares and pays cash consideration.

Insider Cannae Holdings, Inc., Cannae Holdings, LLC, DNB Holdco, LLC
Role 10% Owner | 10% Owner | 10% Owner
Sold 59,048,691 shs ($0.00)
Type Security Shares Price Value
Sale Common Stock 59,048,691 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Indirect, See Footnotes)
Footnotes (1)
  1. This report is filed by Cannae Holdings, Inc., Cannae Holdings, LLC and DNB Holdco, LLC (collectively, the "Reporting Persons"). DNB Holdco, LLC is a wholly-owned subsidiary of Cannae Holdings, LLC, which in turn is a wholly-owned subsidiary of Cannae Holdings, Inc. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 23, 2025, by and among the Issuer, Denali Intermediate Holdings, Inc., ("Parent") and Denali Buyer, Inc., a wholly owned subsidiary of Parent, each outstanding share of common stock of the Issuer was cancelled and converted into the right to receive $9.15 in cash per share without interest and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). Accordingly, DNB Holdco, LLC disposed of 24,048,691 share of Common Stock, Cannae Funding D, LLC, a wholly owned subsidiary of DNB Holdco, LLC, disposed of 35,000,000 shares of Common Stock.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cannae Holdings, Inc.
(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS NV 89134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/26/2025 S(1) 59,048,691(2) D (2) 0 I See Footnotes(1)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Cannae Holdings, Inc.
(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS NV 89134
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cannae Holdings, LLC
(Last) (First) (Middle)
C/O CANNAE HOLDINGS, INC.
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS NV 89134
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DNB Holdco, LLC
(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE
1701 VILLAGE CENTER CIRCLE
(Street)
LAS VEGAS NV 89134
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This report is filed by Cannae Holdings, Inc., Cannae Holdings, LLC and DNB Holdco, LLC (collectively, the "Reporting Persons"). DNB Holdco, LLC is a wholly-owned subsidiary of Cannae Holdings, LLC, which in turn is a wholly-owned subsidiary of Cannae Holdings, Inc.
2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 23, 2025, by and among the Issuer, Denali Intermediate Holdings, Inc., ("Parent") and Denali Buyer, Inc., a wholly owned subsidiary of Parent, each outstanding share of common stock of the Issuer was cancelled and converted into the right to receive $9.15 in cash per share without interest and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). Accordingly, DNB Holdco, LLC disposed of 24,048,691 share of Common Stock, Cannae Funding D, LLC, a wholly owned subsidiary of DNB Holdco, LLC, disposed of 35,000,000 shares of Common Stock.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.
See Exhibit 99.1 for Signatures 08/26/2025
** Signature of Reporting Person Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 4 for DNB filed on 08/26/2025 disclose?

The Form 4 disclosed that Cannae-related reporting persons disposed of 59,048,691 DNB shares on 08/26/2025 under a merger, receiving $9.15 per share in cash.

Who filed the Form 4 reporting the DNB transactions?

The report was filed jointly by Cannae Holdings, Inc., Cannae Holdings, LLC and DNB Holdco, LLC.

How many shares did each Cannae entity dispose of in the DNB transaction?

DNB Holdco, LLC disposed of 24,048,691 shares and Cannae Funding D, LLC (a wholly owned subsidiary) disposed of 35,000,000 shares.

What was the Merger Agreement price per DNB share?

Under the Merger Agreement dated March 23, 2025, each DNB share was converted into the right to receive $9.15 in cash per share.

What is the reporting persons' ownership after the transaction?

Following the reported transaction, the reporting persons’ beneficial ownership of DNB common stock is reported as 0 shares.