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

Rhea-AI Filing Summary

Richard N. Massey, a director of Dun & Bradstreet Holdings, Inc. (DNB), reported the disposition of 448,874 shares of the company's common stock on 08/26/2025. The filing states this transaction resulted from a merger under an Agreement and Plan of Merger dated March 23, 2025, in which Merger Sub merged with and into the issuer and the issuer survived as a wholly owned subsidiary of Denali Intermediate Holdings, Inc.

Under the Merger Agreement, each outstanding share of DNB common stock was cancelled and converted into the right to receive $9.15 in cash per share, subject to applicable withholding, and restricted stock awards held by board members (other than the CEO) were converted into the right to receive the same cash consideration plus accumulated unpaid dividend equivalent rights. Following the reported transaction, the filing shows Mr. Massey beneficially owned 0 shares.

Positive

• Definitive cash consideration established at $9.15 per share for all outstanding common stock
• Restricted awards conversion includes accumulated unpaid dividend equivalent rights for board members (other than CEO)
• Transaction clarity links insider disposition directly to the Merger Agreement dated March 23, 2025

Negative

• Reporting director's beneficial ownership reduced to zero following the merger consideration payout
• No post-merger public equity details provided for investors in this filing beyond the cash conversion amount

Insights

Financial Analyst

TL;DR: Director sold 448,874 shares due to a cash-out merger at $9.15 per share; filing confirms the company is now a wholly owned subsidiary.

The Form 4 documents a large non-derivative disposition by an insider tied directly to a corporate acquisition. The conversion of each outstanding share into $9.15 cash is a definitive liquidity event for shareholders and removes those shares from public ownership. The reported post-transaction beneficial ownership of 0 shares for the reporting director is consistent with a full cash-out of his holdings under the Merger Agreement. For analysts, the key confirmed metrics are the per-share cash consideration of $9.15 and the exact number of shares disposed: 448,874. No additional financials or pro forma valuation details are provided in this filing.

Corporate Governance Expert

TL;DR: The board member's equity was converted and paid out under the merger agreement, and restricted awards were treated consistently with the merger terms.

The filing explicitly notes that restricted stock awards subject to vesting held by board members (excluding the CEO) were converted into the right to receive the merger cash consideration plus accumulated unpaid dividend equivalents. This clarifies treatment of both vested and unvested awards for non-CEO directors. The transaction was executed pursuant to a Merger Agreement dated March 23, 2025, and the signature block shows an attorney-in-fact executed the Form 4 on behalf of the reporting person. The disclosure is concise and directly ties insider disposition to the corporate control transaction.

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^*

Massey Richard N

(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)		448,874	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.
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FAQ

Why did Richard N. Massey report a disposition of 448,874 DNB shares on 08/26/2025?

The Form 4 states the disposition resulted from a Merger Agreement in which each outstanding DNB share was cancelled and converted into the right to receive $9.15 in cash per share under the merger.

What cash 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 taxes.

Did restricted stock awards held by directors receive the same treatment?

Yes. The filing states restricted stock awards subject to time-based or performance-based vesting held by board members (other than the CEO) were converted into the right to receive the merger consideration plus accumulated unpaid dividend equivalent rights.

What is the reporting person’s beneficial ownership after the transaction?

The Form 4 reports the amount of securities beneficially owned following the reported transaction as 0 shares.

When was the Merger Agreement dated that effected this transaction?

The Merger Agreement referenced in the filing is dated March 23, 2025.