Dun & Bradstreet Merger: Chief Legal Officer Sells 1,343,114 Shares for $9.15

Rhea-AI Filing Summary

Dun & Bradstreet Holdings, Inc. (DNB) underwent a merger in which Denali Buyer, Inc. merged into the issuer, leaving the issuer as a wholly owned subsidiary of Denali Intermediate Holdings, Inc. Under the Merger Agreement dated March 23, 2025, each outstanding share of the issuer's common stock was cancelled and converted into the right to receive $9.15 in cash per share (subject to applicable tax withholding). Vested restricted common stock was converted into the right to the same cash consideration plus accumulated unpaid dividend equivalents. Unvested restricted common stock was converted into an equity interest in an indirect parent of the buyer with time-based vesting only and no performance conditions. Reporting person Joe A. Reinhardt III, Chief Legal Officer, is shown on this Form 4 as disposing of 1,343,114.23 shares on 08/26/2025 and holding 0 shares following the transaction.

Positive

• Merger consideration specified at $9.15 per share, giving a clear, concrete cash value for outstanding common stock
• Vested restricted shares receive accrued dividend equivalents, ensuring those holders are paid accumulated dividends

Negative

• Reporting officer reduced beneficial ownership to zero by disposing of 1,343,114.23 shares on 08/26/2025
• Unvested restricted stock was not cashed out but converted into parent-company equity with only time-based vesting and no performance conditions

Insights

Securities Analyst

TL;DR: Form 4 discloses a merger-related cash-out at $9.15 per share and the reporting officer’s full disposition of previously held common shares.

The filing records a corporate change of control completed under a Merger Agreement dated March 23, 2025, resulting in cancellation of common stock for $9.15 cash per share. The transaction treated vested restricted shares as cashable for the same consideration plus accrued dividend equivalents, while unvested restricted shares were converted into parent-company equity with time-based vesting only. From an ownership-disclosure perspective, the Chief Legal Officer reported a disposition of 1,343,114.23 shares on 08/26/2025 and reports owning zero shares thereafter. This Form 4 is a routine disclosure of insider holdings change tied to a material corporate transaction.

Corporate Governance Expert

TL;DR: The Form 4 documents insider share cancellation and payout per merger terms, with clear treatment differences for vested vs. unvested awards.

The Merger Agreement explicitly specifies cash conversion for outstanding common stock at $9.15 per share and differentiates treatment of vested restricted stock (cash plus accrued dividend equivalents) from unvested restricted stock (conversion into parent equity with only time-based vesting). The reporting officer’s disposal aligns with those contractual terms. The filing provides required Section 16 transparency about the change in beneficial ownership following the merger.

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^*

Reinhardt Joe A. III

(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)
	Chief Legal 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)		1,343,114.23	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 the Form 4 filed for DNB disclose about the transaction on 08/26/2025?

The Form 4 reports a disposition on 08/26/2025 of 1,343,114.23 shares by Joe A. Reinhardt III, resulting in 0 shares held after the transaction; the dispositions were pursuant to a merger.

What cash consideration did Dun & Bradstreet shareholders receive in the merger?

Each outstanding share of 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 Agreement?

Vested restricted shares converted into the right to the $9.15 cash consideration plus accumulated, unpaid dividend equivalents; unvested restricted shares converted into an equity interest in an indirect parent with time-based vesting only and no performance conditions.

Who filed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Colleen E. Haley, Attorney-in-Fact on 08/26/2025, representing Joe A. Reinhardt III.

What is the reporting person's role at DNB and how is that indicated?

The filer, Joe A. Reinhardt III, is identified as an Officer with the title Chief Legal Officer.