Dun & Bradstreet Insider Sells 142,458 Shares in Merger for $9.15 Each

Rhea-AI Filing Summary

Insider disposition tied to completed merger: Anthony Pietrontone Jr., the company’s PAO and Corporate Controller, reported a disposition of 142,458 shares of Dun & Bradstreet Holdings, Inc. common stock on 08/26/2025, leaving him with zero shares after the transaction. The filing explains the disposal occurred under the Merger Agreement dated March 23, 2025, under which each share of the issuer’s common stock was converted into the right to receive $9.15 in cash per share, with vested restricted shares receiving the cash consideration plus accumulated unpaid dividend equivalents and unvested restricted shares converted into equity in an indirect parent with time-based vesting only.

Positive

• Clear disclosure of the number of shares disposed and post-transaction beneficial ownership (zero shares)
• Merger consideration specified at $9.15 per share, including treatment of vested restricted shares with dividend equivalents

Negative

• No remaining direct ownership by the reporting officer following the transaction
• Filing contains limited financial context beyond the per-share merger consideration and equity treatment

Insights

Corporate Governance Expert

TL;DR: Insider holdings fully divested due to merger consideration payout; governance impact limited but notable for disclosure clarity.

The Form 4 documents a full reduction of direct beneficial ownership by the issuer’s PAO and Corporate Controller because of the Merger Agreement consideration mechanics. This is a compliance-focused disclosure showing conversion and cash-out of common stock at a fixed per-share price of $9.15. From a governance perspective, the filing clarifies treatment of vested and unvested restricted shares: vested awards were cashed out including dividend equivalents, while unvested awards were converted into parent-company equity with only time-based vesting preserved. The filing is procedural and aligns with standard merger consideration arrangements; it does not provide additional operational or financial metrics.

M&A Specialist

TL;DR: Transaction reflects closing mechanics of the March 23, 2025 merger; material to shareholders because it effects share conversion and cash payout.

The reported disposition of 142,458 shares and resulting zero remaining shares for this reporting person are direct consequences of the Merger Agreement described in the filing. The described per-share cash consideration of $9.15 and the differentiated treatment of vested versus unvested restricted stock are material deal terms disclosed here. The filing is narrowly focused on ownership change and does not include other deal economics or pro forma effects; it confirms execution of conversion and payout provisions for equity stakeholders captured by the agreement.

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

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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^*

PIETRONTONE ANTHONY JR

(Last) (First) (Middle)

5335 GATE PARKWAY

(Street)

JACKSONVILLE FL 32256

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	PAO and Corp Controller

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)

X	Form filed by One Reporting Person
	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		D(1)		142,458	D	(2)	0	D

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

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement") dated as of March 23, 2025 by and among the Issuer, Denali Intermediate Holdings, Inc., ("Parent"), and Denali Buyer, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

2. Pursuant to the Merger Agreement, among other things, (i) each outstanding share of the common stock of the Issuer ("Common Stock") 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"), (ii) each outstanding share of vested restricted Common Stock subject to time-based or performance-based vesting, repurchase or other lapse restrictions conditions was converted into the right to receive the Merger Consideration plus all accumulated but unpaid dividend equivalent rights, and (iii) each outstanding share of unvested restricted Common Stock subject to time-based or performance-based vesting, repurchase or other lapse restrictions was converted into an equity interest of an indirect parent company of Parent with the same time-based (only) vesting and no performance conditions.

	/s/ Colleen E. Haley, Attorney-in-Fact	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Dun & Bradstreet Holdings (DNB) insider Anthony Pietrontone Jr. report on Form 4?

He reported a disposition of 142,458 shares and now beneficially owns 0 shares following the transaction tied to the Merger Agreement.

Why were the shares disposed of according to the Form 4?

The Form 4 explains the shares were converted under the Merger Agreement into the right to receive cash consideration as part of the merger transaction.

What was the cash consideration per share in the merger?

Each share of the issuer’s common stock was converted into the right to receive $9.15 in cash per share, subject to applicable withholding taxes.

How were restricted shares treated in the merger for DNB insiders?

Vested restricted shares were converted into cash plus accumulated unpaid dividend equivalents; unvested restricted shares were converted into equity of an indirect parent with time-based vesting only.

Does the Form 4 provide operational or earnings data for DNB?

No. The filing solely discloses changes in beneficial ownership and the equity treatment under the Merger Agreement; it does not include earnings or operational metrics.