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

Rhea-AI Filing Summary

Insider sale tied to completed merger: This Form 4 reports that Bryan T. Hipsher, identified as Chief Financial Officer and an officer of Dun & Bradstreet Holdings, Inc. (DNB), recorded dispositions of Common Stock on 08/26/2025. The filing shows two disposals: 1,945,066.78 shares and 29,000 shares. Following the transactions, the reporting person holds 0 shares directly; 29,000 shares were reported as indirectly owned through The Percy Stewart Trust prior to disposition.

The Explanation of Responses states that these transactions occurred pursuant to a Merger Agreement dated March 23, 2025, under which Merger Sub merged into the issuer and the issuer became a wholly owned subsidiary of the buyer. Under that agreement, each outstanding share of Common Stock was cancelled and converted into the right to receive $9.15 in cash per share (subject to applicable withholding). Vested restricted shares converted into the same cash consideration plus accumulated unpaid dividend equivalents, while unvested restricted shares converted into an equity interest in an indirect parent with continued time-based vesting only.

Positive

• Merger provided a fixed cash consideration of $9.15 per cancelled share, offering clear and certain value to shareholders.
• Form 4 discloses treatment of vested and unvested awards, clarifying that vested restricted shares received cash plus accumulated dividend equivalents while unvested awards converted into parent-company equity with time-based vesting.

Negative

• Reporting person disposed of substantial common stock holdings (1,945,066.78 and 29,000 shares reported disposed), resulting in 0 direct ownership following the transactions.
• Issuer common stock was cancelled as part of the merger, eliminating public equity in the issuer and reducing public insider ownership.

Insights

Corporate Governance Expert

TL;DR: Insider reported full or substantial disposition of common shares due to a merger cash-out at $9.15 per share.

The Form 4 documents material ownership changes for a senior officer occurring as part of a corporate acquisition. The filing plainly ties the disposals to the Merger Agreement that converted shares into a fixed cash payment, which explains the large, simultaneous dispositions and the zero reported direct ownership post-transaction. For governance and disclosure purposes, the filing appropriately records indirect holdings (The Percy Stewart Trust) and clarifies treatment of vested versus unvested awards. The record is procedural and aligned with customary post-merger share cancellation and consideration payments; there are no additional corporate-governance issues disclosed in this Form 4 beyond the ownership changes resulting from the merger.

Securities Analyst

TL;DR: The filing indicates a cash merger closing that converted outstanding shares into $9.15 per-share cash consideration.

From a securities perspective, the Form 4 reflects disposition entries consistent with a corporate purchase transaction rather than open-market sales. The explicit $9.15 per-share Merger Consideration identifies the transaction economics for shareholders whose shares were cancelled. The filing also distinguishes treatment of vested and unvested restricted stock, which matters for post-closing dilution and management alignment. The entry shows the reporting person no longer holds direct common shares after the conversion, reducing insider-held public float in the issuer because the company is now a wholly owned subsidiary of the buyer.

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^*

Hipsher Bryan T.

(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 Financial 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)		1,945,066.78	D	(2)	0	D
Common Stock	08/26/2025		D(1)		29,000	D	(2)	0	I	By The Percy Stewart Trust

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 Bryan T. Hipsher report on the Form 4 for DNB?

The Form 4 reports dispositions of Common Stock on 08/26/2025 totaling 1,945,066.78 and 29,000 shares, leaving 0 direct shares held by the reporting person.

Was the Form 4 activity related to a merger for DNB?

Yes. The Explanation states the transactions resulted from a Merger Agreement where Merger Sub merged into the issuer and outstanding shares were converted per the agreement.

What consideration did DNB shareholders receive in the merger?

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

How were restricted shares treated in the merger according to the filing?

Vested restricted Common Stock converted into the Merger Consideration plus accumulated unpaid dividend equivalents; unvested restricted Common Stock converted into an equity interest in an indirect parent with the same time-based vesting and no performance conditions.

Does the Form 4 show any remaining indirect ownership?

The filing lists indirect ownership reported by The Percy Stewart Trust, but after the reported dispositions the reporting person shows 0 direct shares.