Cannae exits DNB in $9.15/share cash merger, $540.3M proceeds

Dun & Bradstreet Holdings, Inc. Schedule 13D Amendment No. 6 reports that Cannae-related Reporting Persons no longer beneficially own any Class A common stock following completion of a cash merger.

Rhea-AI Filing Summary

Dun & Bradstreet Holdings, Inc. Schedule 13D Amendment No. 6 reports that Cannae-related Reporting Persons no longer beneficially own any Class A common stock following completion of a cash merger. Under the Merger Agreement, each outstanding share was cancelled and converted into the right to receive $9.15 cash per share. DNB Holdco, LLC previously sold 1,000,000 shares on June 17, 2025 at $9.06 per share. The filing states that DNB Holdco disposed of 24,048,691 shares and Cannae Funding D, LLC disposed of 35,000,000 shares, for combined consideration of $540,295,523. The Reporting Persons now report 0 shares owned out of 446,189,224 outstanding shares as of August 1, 2025.

Positive

• Certainty of cash exit: All Reporting Persons received $9.15 per share in cash pursuant to the Merger Agreement
• Material proceeds disclosed: Combined consideration of $540,295,523 for the disclosed disposals
• Final amendment: This Amendment No. 6 is filed as the final amendment confirming 0 shares owned by the Reporting Persons

Negative

• Loss of >5% ownership: Reporting Persons ceased to be beneficial owners of more than 5% of DNB on August 26, 2025
• Prior partial sale at slightly lower price: DNB Holdco sold 1,000,000 shares on June 17, 2025 at $9.06 per share, marginally below merger consideration

Insights

Financial Analyst

TL;DR: Cannae exits DNB via a cash merger at $9.15 per share, converting all holdings to cash and reporting zero ownership.

The filing is a final amendment confirming the Reporting Persons no longer hold any DNB common stock following the August 26, 2025 merger consideration of $9.15 per share. The disclosure quantifies prior dispositions, including a June 17, 2025 sale of 1,000,000 shares at $9.06 and the cancellation/conversion of the remaining holdings totaling 59,048,691 shares for approximately $540.3 million. For investors, this clarifies ownership changes and removes Cannae as a >5% beneficial owner.

M&A Specialist

TL;DR: The merger closed on August 26, 2025, triggering mandatory cashout at $9.15 per share and the complete termination of Cannae’s equity stake.

The Schedule 13D/A documents transactional mechanics: the Merger Agreement effected cancellation and cash conversion of all outstanding shares held by the Reporting Persons. The precise per-share cash consideration and aggregate proceeds are provided, demonstrating the transaction was executed per agreement terms. This filing serves to finalize public disclosure of the acquirer's treatment of former large shareholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cannae receive per share in the DNB merger?

Under the Merger Agreement, each share was cancelled and converted into the right to receive $9.15 in cash per share.

How many DNB shares did the Reporting Persons dispose of and what was the aggregate consideration?

The filing reports dispositions of 24,048,691 shares by DNB Holdco, LLC and 35,000,000 shares by Cannae Funding D, LLC, totaling 59,048,691 shares for $540,295,523.

Do the Reporting Persons still own any DNB shares?

As of this Amendment No. 6, the Reporting Persons do not beneficially own any common stock of Dun & Bradstreet.

When did the Reporting Persons cease to be >5% beneficial owners of DNB?

The Reporting Persons ceased to be beneficial owners of more than 5% of DNB on August 26, 2025.

Was there any sale of DNB shares by the Reporting Persons prior to the merger?

Yes. On June 17, 2025, DNB Holdco, LLC sold 1,000,000 shares at $9.06 per share, as reported on Form 144 and Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/26/2025 - 06:48 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Dun & Bradstreet Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

26484T106

(CUSIP Number)

Bryan D. Coy c/o Cannae
1701 Village Center Circle,
Las Vegas, NV, 89134
702-323-7330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 26484T106

1

Name of reporting person

Cannae Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 26484T106

1

Name of reporting person

Cannae Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 26484T106

1

Name of reporting person

DNB Holdco, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Dun & Bradstreet Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 5335 Gate Parkway, Jacksonville, FLORIDA , 32256.
Item 1 Comment: This Amendment No. 6 ("Amendment No. 6") amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc., Cannae Holdings, LLC and DNB Holdco, LLC (each individually a "Reporting Person" and collectively, the "Reporting Persons") on February 25, 2022 and as amended on July 11, 2022, January 27, 2023, March 18, 2024, March 25, 2025, and May 9, 2025 (as amended from time to time, the "Schedule 13D"), and relates to the Class A common stock, par value $0.0001 per share ("Common Stock"), of Dun & Bradstreet Holdings, Inc. (the "Issuer" or the "Company"). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 6 shall have the meaning assigned to such term in the Schedule 13D. This Amendment No. 6 constitutes the final amendment to the Schedule 13D and is filed to report that the Reporting Persons have ceased to beneficially own any Common Stock of the Company.
Item 2.	Identity and Background
(a)	William P. Foley II; Vice Chairman of the Board of Directors of Cannae Holdings, Inc. and Senior Managing Director, Cannae Holdings, LLC; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134. Douglas K. Ammerman; Chairman of the Board of Directors of Cannae Holdings, Inc.; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134. Hugh R. Harris; Director of Cannae Holdings, Inc.; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134. C. Malcolm Holland; Chief Executive Officer of Veritex Holdings, Inc.; 8215 Westchester Dr Ste 400, Dallas, TX 75225. Mark D. Linehan; Chief Executive Officer of Wynmark Company; 1125 Vereda Del Ciervo, Goleta, CA 93117. Frank R. Martire, Jr.; Founder and Partner of Bridgeport Partners; 220 Fifth Avenue, 18th Floor, New York, NY 10001. Erika Meinhardt; Director of Cannae Holdings, Inc.; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134. Barry B. Moullet; Principal of BBM Executive Insights, LLC; 4017 S Atlantic Ave Ste 705, New Smyrna Beach, FL 32169. James B. Stallings, Jr.; Managing Partner of PS27 Ventures, LLC; 7835 Bayberry Rd, Jacksonville, FL 32256. Frank P. Willey; Partner at Hennelly & Grossfeld, LLP; 10900 Wilshire Blvd, Ste 400, Los Angeles, CA 90024. Ryan R. Caswell; Chief Executive Officer of Cannae Holdings, Inc. and Managing Director and President, Cannae Holdings, LLC and President, DNB Holdco, LLC; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134. Bryan D. Coy; Chief Financial Officer of Cannae Holdings, Inc. and Managing Director and Chief Finance Officer, Cannae Holdings, LLC and Manager and Chief Financial Officer, DNB Holdco, LLC; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134. Peter T. Sadowski; Executive Vice President and Chief Legal Officer of Cannae Holdings, Inc.; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134. Michael L. Gravelle; Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings, Inc. and Managing Director, General Counsel and Corporate Secretary, Cannae Holdings, LLC and Executive Vice President and General Counsel, DNB Holdco, LLC; c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134.
(d)	Item 2(d) and (e) of the Schedule 13D is supplemented as follows: During the five years prior to the date of this Schedule 13D/A, neither the Reporting Persons nor to the Reporting Persons' knowledge, have any of the Item 2 Persons been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is supplemented as follows: The following transactions in Common Stock of the Issuer took place during the past 60 days. On June 17, 2025, DNB Holdco, LLC sold 1,000,000 shares of Common Stock for $9,060,000, or $9.06 per share of Common Stock, as reported on Form 144 and Form 4. On August 26, 2025, pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of March 23, 2025, by and among the Issuer, Denali Intermediate Holdings, Inc., ("Parent") and Denali Buyer, Inc., a wholly owned subsidiary of Parent, each outstanding share of 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. Accordingly, DNB Holdco, LLC disposed of all 24,048,691 shares of Common Stock, Cannae Funding D, LLC, a wholly owned subsidiary of DNB Holdco, LLC, disposed of all 35,000,000 shares of Common Stock, for total consideration of $540,295,523. In connection with the completion of the Merger, all of the shares owned by the persons named in Item 2 of the Schedule 13D have been 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 in accordance with the terms of the Merger Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is supplemented as follows: The calculation in this Amendment No. 6 of the percentage of Common Stock outstanding beneficially owned by a Reporting Person or a Schedule A Person, as the case may be, is based on 446,189,224 shares of Common Stock outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025.
(b)	Item 5(b) is amended and supplemented as follows: As of the date of this Amendment No. 6, the Reporting Persons do not beneficially own any Common Stock of the Issuer.
(c)	Item 5(c) of the Schedule 13D is supplemented as follows: The Reporting Persons have not effected any transactions in Common Stock during the past 60 days, other than as disclosed in Item 4.
(d)	Not applicable.
(e)	The Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares on August 26, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cannae Holdings, Inc.

Signature:	Cannae Holdings, Inc.
Name/Title:	Bryan D. Coy, Chief Financial Officer
Date:	08/26/2025

Cannae Holdings, LLC

Signature:	Cannae Holdings, LLC
Name/Title:	Bryan D. Coy, Managing Director and Chief Financial Officer
Date:	08/26/2025

DNB Holdco, LLC

Signature:	DNB Holdco, LLC
Name/Title:	Bryan D. Coy, Manager and Chief Financial Officer
Date:	08/26/2025