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

Rhea-AI Filing Summary

Anthony M. Jabbour, Chief Executive Officer and Director of Dun & Bradstreet Holdings, Inc. (DNB), reported multiple dispositions of his beneficially held common stock related to a completed merger. The Form 4 shows that, pursuant to the Merger Agreement, each outstanding share of the issuer was converted into the right to receive $9.15 in cash per share (subject to applicable withholding) and that restricted vested and unvested shares were treated according to the agreement, with vested restricted shares converted into the cash consideration plus accumulated unpaid dividend equivalents and unvested restricted shares converted into an equity interest of an indirect parent with time‑based vesting only.

The reported non‑derivative transactions list dispositions totaling common stock amounts of 3,621,898.22 shares, 2,565,139 shares (held indirectly by The Anthony M. Jabbour Living Trust), 1,228,726 shares (held indirectly by The Anthony M. Jabbour 2019 Dynasty Trust), 4,347,100 shares (held indirectly by The Anthony M. Jabbour 2023 Grantor Retained Annuity Trust), and 350,000 shares (held indirectly by JPM Foundation), reflecting the conversion/cancellation of outstanding common stock into the merger consideration.

Positive

• Completed merger consideration: All common shares were converted into a fixed cash consideration of $9.15 per share, providing liquidity to holders
• Clear treatment of awards: Vested restricted shares receive cash plus accumulated dividend equivalents; unvested shares convert into parent equity with time‑based vesting only, removing performance contingencies

Negative

• Loss of public equity exposure: Conversion and cancellation of common stock ends public shareholders' direct ownership in DNB
• Large insider dispositions: Substantial share amounts across direct and trust accounts were disposed, reflecting termination of public holdings

Insights

Financial Analyst

TL;DR: The merger converted all outstanding DNB common shares into $9.15 cash per share, triggering large insider dispositions and a cash‑out for public shareholders.

The Form 4 documents a transaction structure consistent with a completed merger that cash‑outs equity holders at a fixed per‑share price of $9.15. From an investor perspective, this is a material liquidity event that ends public equity exposure to DNB under the disclosed terms. The sizable quantities reported indicate the reporting person held substantial positions across direct and trust accounts that were settled under the Merger Agreement. Key implications are the termination of normal trading exposure for these shares and the transfer of remaining equity economics for certain unvested awards into parent company equity with only time‑based vesting.

Corporate Governance Expert

TL;DR: The Form 4 reflects governance execution of a merger agreement that cancels public common stock and prescribes specific treatments for vested and unvested awards.

The disclosure clarifies how different classes of awards were handled: vested restricted shares received cash plus accumulated dividend equivalents while unvested restricted shares were converted into parent company equity with time‑based vesting only and no performance conditions. This details the post‑transaction treatment of executive compensation and aligns management incentives with the new controlling owner for remaining unvested interests. The filing is procedurally standard and provides clear mapping of ownership changes to trust and foundation holdings of the reporting person.

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^*

Jabbour Anthony M

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		3,621,898.22	D	(2)	0	D
Common Stock	08/26/2025		D(1)		2,565,139	D	(2)	0	I	By The Anthony M. Jabbour Living Trust
Common Stock	08/26/2025		D(1)		1,228,726	D	(2)	0	I	By The Anthony M. Jabbour 2019 Dynasty Trust
Common Stock	08/26/2025		D(1)		4,347,100	D	(2)	0	I	By The Anthony M. Jabbour 2023 Grantor Retained Annuity Trust
Common Stock	08/26/2025		D(1)		350,000	D	(2)	0	I	JPM Foundation

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.
* 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).
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FAQ

What did Anthony M. Jabbour report on the DNB Form 4?

The Form 4 reports multiple dispositions of DNB common stock by Anthony M. Jabbour across direct and trust holdings pursuant to the Merger Agreement, resulting in conversion of his shares into the merger consideration.

What consideration did DNB shareholders receive under the Merger Agreement?

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

How were vested and unvested restricted shares treated in the merger?

Vested restricted shares were converted into the cash consideration plus accumulated unpaid dividend equivalents; unvested restricted shares were converted into an equity interest of an indirect parent with time‑based vesting only and no performance conditions.

How many shares did the Form 4 list as disposed by the reporting person?

The filing lists dispositions of 3,621,898.22, 2,565,139, 1,228,726, 4,347,100, and 350,000 shares across direct and indirect holdings.

Does this Form 4 indicate any derivative securities transactions?

No derivative securities transactions are reported; the filing only shows non‑derivative common stock dispositions and related explanatory terms from the Merger Agreement.