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

Rhea-AI Filing Summary

Ellen R. Alemany, a director of Dun & Bradstreet Holdings, Inc. (DNB), reported transactions on 08/26/2025 that eliminated her beneficial ownership in the company's common stock. The Form 4 shows two reported disposals: 64,359 shares disposed of directly and 5,790 shares disposed of indirectly (held in "Alemany March 2024 GRAT No 3"), leaving 0 shares beneficially owned after the transactions. The filings state these changes resulted from a merger under a Merger Agreement dated March 23, 2025, under which each outstanding share was cancelled and converted into the right to receive $9.15 in cash per share, subject to withholding. Outstanding restricted stock awards held by non-CEO directors were converted into the same cash consideration plus accumulated dividend equivalents. The Form 4 was signed by an attorney-in-fact on 08/26/2025.

Positive

• Merger consideration specified at $9.15 cash per share, providing a clear, fixed payout to holders
• Restricted awards held by non-CEO directors were converted into Merger Consideration plus accumulated dividend equivalents, preserving accrued rights

Negative

• Reporting person’s beneficial ownership reduced to 0 following the transaction, as all shares were cancelled and converted to cash
• Equity holders lost public equity exposure in the issuer due to the merger and conversion to cash consideration

Insights

Financial Analyst

TL;DR: The filing documents a merger consideration of $9.15 per share that converted all equity into cash, removing director shareholdings.

The Form 4 shows director Ellen Alemany disposed of all reported common shares (direct and indirect) because of a merger that cancelled outstanding shares for $9.15 cash per share. For investors, this is a material corporate action that terminated public equity in favor of a cash-out at a fixed price. The conversion of restricted awards into cash plus dividend equivalents preserves contractual entitlements for board members. The transactions are administrative consequences of the Merger Agreement rather than open-market sales by the reporting person.

Corporate Governance Expert

TL;DR: Director beneficial ownership reduced to zero as equity was extinguished by a merger that provided cash consideration and preserved dividend equivalents on restricted shares.

From a governance perspective, the Form 4 reflects that board-held equity interests were resolved through the Merger Agreement, with non-CEO director awards converted to cash plus accumulated dividend equivalents. The filing is consistent with standard merger mechanics where insider holdings are settled pursuant to deal terms. The signature by an attorney-in-fact documents authorized execution of the Form 4 on behalf of 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

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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^*

Alemany Ellen R

(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)		64,359(2)	D	(3)	0	D
Common Stock	08/26/2025		D(1)		5,790(2)	D	(3)	0	I	Alemany March 2024 GRAT No 3

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. Amount adjusted to reflect a transfer from the reporting person's grantor retained annuity trust to the reporting person's direct holdings.

3. 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.
* 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.
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FAQ

What did Ellen R. Alemany report on the Form 4 for DNB?

The Form 4 reports that Ellen R. Alemany disposed of 64,359 direct shares and 5,790 indirect shares on 08/26/2025, leaving 0 shares beneficially owned.

Why were the shares disposed on 08/26/2025 according to the filing?

The filing states the disposals resulted from a Merger Agreement under which each outstanding share was cancelled and converted into the right to receive $9.15 in cash per share.

Did restricted stock awards receive the same treatment in the merger?

Yes. The filing indicates each outstanding restricted stock award held by a non-CEO board member was converted into the right to receive the $9.15 Merger Consideration plus accumulated unpaid dividend equivalents.

Who signed the Form 4 and when?

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

What is the effective date of the Merger Agreement referenced in the Form 4?

The Merger Agreement is dated March 23, 2025 and the reported transactions occurred on 08/26/2025.