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

Rhea-AI Filing Summary

William P. Foley II, Executive Chairman and Director of Dun & Bradstreet Holdings, Inc. (DNB), reported transactions dated 08/26/2025 that show the disposition of his company stock following a merger. The Form 4 records two disposals: 2,458,616 shares and 3,109,644 shares, leaving 0 shares beneficially owned directly and indirectly after the reported transactions. The filings explain these dispositions arose from a Merger Agreement dated March 23, 2025, under which each outstanding share of DNB common stock was cancelled and converted into the right to receive $9.15 in cash per share (plus accumulated dividend equivalents for certain restricted awards). The Merger resulted in DNB becoming a wholly owned subsidiary of Denali Intermediate Holdings, Inc., and the reported disposals reflect the cash-out of equity holdings under that agreement.

Positive

• Merger consideration clearly stated as $9.15 per share in cash, providing transparent valuation for outstanding equity.
• Full disclosure of share counts disposed (2,458,616 and 3,109,644), enabling clear audit of insider proceeds.
• Reporting person identity and role are explicit: William P. Foley II, Executive Chairman and Director.

Negative

• Reporting person holds 0 shares following the transactions, indicating no remaining public equity alignment by this insider.
• Public float effectively removed for these reported holdings due to conversion to a wholly owned subsidiary (implied reduction in publicly traded shares).

Insights

Corporate Governance Expert

TL;DR: Insider reporting confirms complete cash-out of director holdings due to a controlling merger, removing a key insider's public equity stake.

The Form 4 documents that William P. Foley II no longer holds beneficial shares following the merger consideration payout of $9.15 per share. From a governance perspective, the elimination of his public equity stake is a material change: the board member transitioned from public shareholder to a member of an issuer that is now a wholly owned subsidiary, which alters public alignment incentives. The filing is procedural and transparent, with clear disclosure of share counts and transaction basis tied to the Merger Agreement.

M&A Specialist

TL;DR: The reported disposals are a direct administrative effect of a merger consideration payment, confirming the cash settlement terms.

The detailed share counts—2,458,616 and 3,109,644 shares disposed—match the Merger Agreement mechanics described in the explanation: all outstanding common shares were cancelled and converted into the right to receive $9.15 cash per share. This Form 4 provides verifiable evidence that the merger closed (or that the merger consideration was effected for reporting persons), and quantifies the cash consideration paid to a significant insider. For stakeholders, the filing documents the practical equity settlement resulting from the transaction.

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
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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^*

FOLEY WILLIAM P II

(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
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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)		2,458,616	D	(2)	0	D
Common Stock	08/26/2025		D(1)		3,109,644	D	(2)	0	I	By Bilcar, LLC

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 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 William P. Foley II report on the Form 4 for DNB?

He reported dispositions totaling 5,568,260 shares (2,458,616 + 3,109,644) on 08/26/2025, leaving him with 0 shares beneficially owned.

Why were the shares disposed according to the Form 4?

The shares were cancelled and converted under the Merger Agreement into the right to receive $9.15 in cash per share as merger consideration.

What was the cash consideration per share in the Merger Agreement?

$9.15 in cash per share, paid without interest and subject to applicable withholding taxes.

What is the reporting date for the transactions on the Form 4?

Transaction Date: 08/26/2025.

Does the Form 4 indicate the issuer's post-transaction status?

Yes: The filing states the issuer survived the merger as a wholly owned subsidiary of Denali Intermediate Holdings, Inc.