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

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

M&A Specialist

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.

Corporate Governance Expert

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.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gomez Virginia Green

(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)
	President, North America

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)		1,388,795	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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Virginia Green Gomez report on Form 4 for DNB?

The Form 4 reports a disposition of 1,388,795 shares on 08/26/2025 related to the Merger, leaving the reporting person with 0 shares of DNB common stock.

What consideration did DNB shareholders receive in the merger?

Each outstanding DNB common share 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 Merger Consideration plus accumulated unpaid dividend equivalents; unvested restricted shares were converted into an equity interest in an indirect parent with time-based vesting only and no performance conditions.

Was the transaction an open-market sale by the insider?

No. The disposition occurred pursuant to the Merger Agreement where shares were cancelled and converted into merger consideration as part of a change of control.

Who signed the Form 4 and when?

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