Dun & Bradstreet Merger: $9.15 Cash-Out Converts All Outstanding Shares
Rhea-AI Filing Summary
Form 4 filed for Virginia Green Gomez, President, North America of Dun & Bradstreet Holdings, Inc. (DNB). The filing reports a transaction on 08/26/2025 in which 1,388,795 shares of DNB common stock were disposed of in connection with a merger. Under the Merger Agreement dated March 23, 2025, each outstanding DNB share was converted into the right to receive $9.15 in cash per share (subject to withholding), vested restricted shares received the Merger Consideration plus accumulated unpaid dividend equivalents, and unvested restricted shares were converted into equity in an indirect parent with time-based vesting only. After the reported transaction the reporting person's beneficial ownership of the common stock is 0 shares. The Form 4 is signed by Colleen E. Haley as attorney-in-fact on 08/26/2025.
Positive
- Merger provided a defined cash consideration of $9.15 per common share for all outstanding shares.
- Vested restricted shares received the Merger Consideration plus accumulated unpaid dividend equivalents, preserving economic value for vested holders.
Negative
- Reporting person disposed of 1,388,795 shares, reducing direct common stock ownership to 0 shares.
- Unvested restricted shares were not cashed out but converted into parent-company equity with time-based vesting only, which may change holders' liquidity and exposure.
Insights
TL;DR: Transaction is a cash-out merger converting all outstanding shares to $9.15 per share; reporting insider holds zero post-closing.
The Form 4 documents a consummated merger where Dun & Bradstreet Holdings became a wholly owned subsidiary and all common shares were converted into merger consideration of $9.15 per share. The disposal of 1,388,795 shares reported by an officer reflects the statutory conversion and cash-out treatment typical of a control sale. This is a dispositive, corporate-control transaction rather than an open-market sale, and it eliminates the reporting person's direct common stock ownership post-closing.
TL;DR: Governance outcome: full change of control with share cancellations and tailored treatment for vested and unvested awards.
The filing confirms governance actions specified in the Merger Agreement: cancellation and cash payment for outstanding common shares, cash plus dividend equivalents for vested restricted stock, and conversion of unvested restricted stock into parent-company equity with only time-based vesting. These mechanics preserve certain employee economics while effectuating a change in control and removing public equity interests for the reporting person.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 1,388,795 | $0.00 | -- |
Footnotes (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. 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.
