Dun & Bradstreet Director Converts Holdings to $9.15 Cash Per Share in Merger

Rhea-AI Filing Summary

Form 4 filed for Chinh Chu, a director of Dun & Bradstreet Holdings, Inc. (DNB). The filing reports that on 08/26/2025, 23,810 shares of DNB common stock were disposed of, leaving the reporting person with 0 shares beneficially owned. The disposition resulted from the merger described in the Explanation: Merger Sub merged with and into the issuer and the issuer became a wholly owned subsidiary of Denali Intermediate Holdings, Inc. Pursuant to the Merger Agreement, each outstanding share was cancelled and converted into the right to receive $9.15 in cash per share (subject to withholding), and restricted awards held by non-CEO directors converted into the same cash consideration plus accumulated unpaid dividend equivalents.

Positive

• Merger consideration specified: Each outstanding common share converted into the right to receive $9.15 in cash per share.
• Completion of change-of-control: Issuer became a wholly owned subsidiary of Denali Intermediate Holdings, Inc., as described in the Merger Agreement.
• Clear outcome for restricted awards: Restricted stock awards held by non-CEO directors converted into the Merger Consideration plus accumulated unpaid dividend equivalents.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director Chinh Chu's reported disposal reflects DNB's corporate merger and cash-out at $9.15 per share.

The Form 4 documents a non-derivative disposition of 23,810 shares on 08/26/2025 tied directly to the Merger Agreement. The filing explicitly states all outstanding common shares were cancelled and converted into a cash payment of $9.15 per share, and that restricted stock awards held by board members (other than the CEO) were similarly converted into cash plus unpaid dividend equivalents. This is a corporate action-driven disposition, not an open-market sale, and it resulted in the reporting director holding zero shares post-transaction. For investors, this is a material change in capital structure and share ownership arising from a completed change-of-control transaction.

Corporate Governance Expert

TL;DR: The filing confirms a change-of-control that cancelled public equity and converted holdings to a fixed cash payout.

The Explanation section clearly describes a merger in which the issuer became a wholly owned subsidiary of the acquirer and all common stock was converted into the right to receive $9.15 cash per share. The Form 4 records the practical outcome for a director: disposition of previously held shares and extinguishment of direct beneficial ownership. The treatment of restricted awards for non-CEO directors is specified as conversion to cash plus accumulated dividend equivalents. This filing is a routine disclosure of insider ownership changes resulting from a signed merger agreement and closing of the transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Chu Chinh

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	23,810	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. Pursuant to that Agreement and Plan of Merger (as amended from time to time in accordance with its terms, 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 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Chu Chinh

(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)		23,810	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 Agreement and Plan of Merger (as amended from time to time in accordance with its terms, 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

What did Chinh Chu report on the Form 4 for DNB?

The Form 4 reports a disposition of 23,810 shares on 08/26/2025, leaving the reporting person with 0 shares beneficially owned.

Why were the shares disposed of according to the filing?

The shares were cancelled and converted pursuant to a Merger Agreement in which the issuer became a wholly owned subsidiary, triggering conversion to cash consideration.

How much cash is paid per share under the Merger Agreement?

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

How were restricted stock awards treated for directors?

Restricted stock awards held by board members other than the CEO were converted into the Merger Consideration plus all accumulated but unpaid dividend equivalent rights for those shares.