[Form 4] Dun & Bradstreet Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 for Dun & Bradstreet Holdings, Inc. (DNB) reports that director Kirsten Marie Kliphouse disposed of 53,579 shares on 08/26/2025 as part of a completed merger. Under the Merger Agreement, each outstanding common share was cancelled and converted into the right to receive $9.15 in cash per share, and restricted stock awards held by directors (other than the CEO) were converted into the same cash consideration plus accumulated dividend equivalents. Following the reported transaction, the filing shows 0 shares beneficially owned by the reporting person. The Form 4 was filed by one reporting person and signed by Colleen E. Haley as attorney-in-fact.

Positive

• All outstanding common shares received a cash consideration of $9.15 per share, providing immediate liquidity to shareholders.
• Restricted awards for directors (other than CEO) were converted to cash plus accumulated dividend equivalents, preserving accrued value for those awards.

Negative

• The issuer's common stock was cancelled under the Merger Agreement, eliminating public equity interests.
• The reporting director's beneficial ownership was reduced to 0 shares following the transaction.

Insights

Financial Analyst

TL;DR: Insider shares cashed out at $9.15 per share due to a full-company merger; this is a one-time, material liquidity event for shareholders.

The Form 4 documents a director-level disposal of 53,579 common shares executed on 08/26/2025 pursuant to the Merger Agreement that converted all outstanding shares into cash consideration of $9.15 per share. This is not a market sale but a corporate transaction that cancels the public float and delivers cash to equity holders, eliminating ongoing insider ownership in the public company. For financial models, treat this as a completed buyout event with immediate shareholder cash-out and no continuing equity exposure for this reporting director.

Corporate Governance Expert

TL;DR: Director holdings were converted to cash under a merger; governance rights tied to these shares ceased upon closing.

The disclosure indicates that restricted and unrestricted shares held by a director (excluding the CEO) were converted into merger consideration plus accrued dividend equivalents, consistent with typical buyout treatment of director equity. Reporting shows 0 shares retained post-transaction, meaning the director no longer holds voting or economic rights in the public issuer. This is a material corporate control event with immediate governance implications: the company is now a wholly owned subsidiary of the acquiror and public shareholder rights have been extinguished per the Merger Agreement terms disclosed in this filing.

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

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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^*

Kliphouse Kirsten Marie

(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)

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)

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)		53,579	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 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") and (ii) each outstanding restricted stock award subject to time-based or performance-based vesting conditions, whether vested or unvested, held by a member of the board of directors of the Issuer (other than the Chief Executive Officer), was converted into the right to receive the Merger Consideration plus all accumulated but unpaid dividend equivalent rights with respect to such shares.

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What transaction does the Form 4 for DNB report?

The Form 4 reports a disposal of 53,579 shares on 08/26/2025 effected by a Merger Agreement under which all outstanding shares were cancelled and converted to cash.

How much cash did DNB shareholders receive per share in the merger?

Each outstanding common share was converted into the right to receive $9.15 in cash per share, subject to applicable withholding taxes.

What is the reporting person's ownership after the transaction?

Following the reported transaction, the filing shows 0 shares beneficially owned by the reporting person.

Who filed and signed the Form 4 for this transaction?

The Form 4 was filed by one reporting person and the signature on the filing is /s/ Colleen E. Haley, Attorney-in-Fact dated 08/26/2025.

Were restricted stock awards treated differently in the merger?

Restricted stock awards held by directors (other than the CEO) were converted into the $9.15 cash consideration plus accumulated unpaid dividend equivalents as disclosed in the filing.