Dun & Bradstreet Form 4 — Merger Converts Shares to $9.15 Cash
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 64,359 | $0.00 | -- |
| Disposition | Common Stock | 5,790 | $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. Amount adjusted to reflect a transfer from the reporting person's grantor retained annuity trust to the reporting person's direct holdings. 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.
