Thomas H. Lee Entities Dispose 22.5M Shares of DNB on 08/26/2025

Thomas H. Lee-related funds filed Form 4 disclosing multiple disposals of Dun & Bradstreet Holdings, Inc. (DNB) common stock on 08/26/2025.

Rhea-AI Filing Summary

Thomas H. Lee-related funds filed Form 4 disclosing multiple disposals of Dun & Bradstreet Holdings, Inc. (DNB) common stock on 08/26/2025. The filing shows an indirect disposition of 22,525,103 shares and direct dispositions of 42,949, 42,949, and 58,210 shares, leaving reported beneficial ownership at 0 for those lines. The form is the first of two related filings and references Exhibit 99.1 for footnotes and pricing details and Exhibit 99.2 for joint-filer information.

Positive

• None.

Negative

• Large indirect disposition of 22,525,103 DNB shares reported, reducing that line to 0 beneficial ownership.
• Multiple direct dispositions totaling 144,108 shares (42,949 + 42,949 + 58,210) reported, each leaving 0 ownership on those lines.
• Key details missing in-text: transaction prices and explanatory footnotes are only referenced in Exhibit 99.1, so valuation and rationale are not available here.

Insights

Securities Analyst

TL;DR: Large coordinated disposals by Thomas H. Lee entities materially reduce reported holdings in DNB.

The Form 4 shows significant dispositions on 08/26/2025, including an indirect sale of 22,525,103 shares and several direct disposals leaving zero reported ownership on the listed lines. These transactions are material given their size and the multiple related reporting entities. The filing omits transaction prices and explanatory footnotes here; Exhibit 99.1 and 99.2 are referenced for details, so immediate valuation impact cannot be determined from this filing alone. Investors should note the scale and that this is one of two related filings.

Corporate Governance Expert

TL;DR: Multiple affiliated reporting persons filed coordinated sales, raising governance and stewardship questions.

The disclosures indicate coordinated dispositions by a group of Thomas H. Lee-related entities on the same date, with the lead filer noting more than ten reporting persons necessitating two Form 4 filings. The form references exhibits for footnotes and joint-filer signatures, which are required to fully understand the nature of indirect beneficial ownership and whether sales were pursuant to a plan. The absence of pricing and explanatory exhibits in this text limits definitive conclusions about intent or compliance.

Insider Trade Summary

Disposition: 22,669,211 shares

Disposition 4 txns

Insider THOMAS H. LEE ADVISORS, LLC, Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL FUND VIII COINVESTMENT PARTNERS, L.P., THL Executive Fund VIII, L.P., THL Equity Fund VIII Investors (D&B), L.P., THL EQUITY ADVISORS VIII, LLC, THOMAS H LEE PARTNERS LP, THL MANAGERS VIII, LLC, THL HOLDCO, LLC

Role Director | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Stock	22,525,103	$0.00	$0.00
Disposition	Common Stock	42,949	$0.00	$0.00
Disposition	Common Stock	42,949	$0.00	$0.00
Disposition	Common Stock	58,210	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Indirect, See Footnotes); Common Stock — 0 shares (Direct)

Footnotes (5)

1. F1. See Exhibit 99.1 for text of footnote (1).
2. F2. See Exhibit 99.1 for text of footnote (2).
3. F3. See Exhibit 99.1 for text of footnote (3).
4. F4. See Exhibit 99.1 for text of footnote (4).
5. F5. See Exhibit 99.1 for text of footnote (5).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The filing disclosed multiple dispositions by Thomas H. Lee-related reporting persons, including an indirect disposition of 22,525,103 shares and direct dispositions of 42,949, 42,949, and 58,210 shares.

Did the filing include the sale prices for the DNB shares?

No. The Form 4 text provided here does not include prices; the filing references Exhibit 99.1 for footnotes and pricing details.

Are all reporting persons now showing zero ownership after the reported transactions?

The lines shown in this Form 4 indicate 0 beneficial ownership following the reported transactions for those specific lines, as disclosed in the filing.

Why was this Form 4 split into two filings?

The filer states this is the first of two Forms 4 because there are more than ten reporting persons and the EDGAR system limits a single Form 4 to a maximum of ten reporting persons.

Where can I find the explanatory footnotes and joint-filer signatures?

The filing references Exhibit 99.1 for the footnotes and Exhibit 99.2 for joint-filer information, which are incorporated by reference and must be consulted for full details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/26/2025 - 04:55 PM Learn about SEC filing dates

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^*

THOMAS H. LEE ADVISORS, LLC

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(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)

X	Director		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		D(1)		22,525,103(2)	D	(2)	0	I	See Footnotes(5)
Common Stock	08/26/2025		D(1)		42,949(3)(4)	D	(3)	0	D
Common Stock	08/26/2025		D(1)(3)		42,949(3)(4)	D	(3)	0	D
Common Stock	08/26/2025		D(1)(3)		58,210(3)(4)	D	(3)	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

1. Name and Address of Reporting Person^*

THOMAS H. LEE ADVISORS, LLC

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Thomas H. Lee Equity Fund VIII, L.P.

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Thomas H. Lee Parallel Fund VIII, L.P.

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THL FUND VIII COINVESTMENT PARTNERS, L.P.

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THL Executive Fund VIII, L.P.

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THL Equity Fund VIII Investors (D&B), L.P.

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THL EQUITY ADVISORS VIII, LLC

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THOMAS H LEE PARTNERS LP

(Last) (First) (Middle)

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THL MANAGERS VIII, LLC

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THL HOLDCO, LLC

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote (1).

2. See Exhibit 99.1 for text of footnote (2).

3. See Exhibit 99.1 for text of footnote (3).

4. See Exhibit 99.1 for text of footnote (4).

5. See Exhibit 99.1 for text of footnote (5).

Remarks:

Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Thomas H. Lee Advisors, LLC.

	** See Exhibit 99.2 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.