Dun & Bradstreet (DNB) Merger Closes; Shares Cashed Out at $9.15

Q: What share count is used to calculate percentages in this amendment?

The amendment uses 446,189,224 shares outstanding as of August 1, 2025, for percentage calculations.

[SCHEDULE 13D/A] Dun & Bradstreet Holdings, Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Thomas H. Lee reporting persons filed Amendment No. 5 to a Schedule 13D for Dun & Bradstreet Holdings, Inc. (DNB) to report completion of the previously disclosed merger.

On August 26, 2025, the merger was consummated under the Merger Agreement and each outstanding share of DNB common stock was cancelled and converted into the right to receive $9.15 in cash per share. The filing states the Reporting Persons ceased to beneficially own any shares of DNB common stock as of that date. The percentage calculations in this amendment use 446,189,224 shares outstanding as of August 1, 2025.

Positive

Merger consummated on August 26, 2025, completing the previously disclosed transaction
Cash consideration of $9.15 per share was paid for each outstanding share
Reporting Persons hold 0 shares post-closing, clearly disclosed

Negative

All outstanding common shares were cancelled, eliminating public equity interest
Reporting Persons ceased to be beneficial owners of >5% of the issuer as of August 26, 2025

Insights

TL;DR: Merger completed; all public shares cancelled for $9.15 cash per share, and THL reporting persons no longer hold DNB equity.

The amendment confirms the previously announced acquisition closed on August 26, 2025, and the consideration was cash of $9.15 per share with shares cancelled. This filing solely updates ownership metrics and confirms that the Reporting Persons hold 0 shares post-closing. The use of the August 1, 2025 share count (446,189,224) provides the basis for percentage disclosures. No additional transactions within the past 60 days are reported.

TL;DR: Reporting Persons removed from beneficial ownership lists after deal closing; amendment is a routine post-closing disclosure.

The Schedule 13D/A serves to notify the market that the Reporting Persons no longer beneficially own any common stock following the specified merger and cash-out. Signatures from multiple THL entities and officers attest to the filing. The amendment does not introduce new strategic intentions or litigation disclosures; it is a compliance update reflecting the transaction outcome.

08/26/2025 - 04:00 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Dun & Bradstreet Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

26484T106

(CUSIP Number)

Shari Wolkon General Counsel
Thomas H. Lee Partners, L.P., 100 Federal Street, 36th Floor
Boston, MA, 02110
(617) 227-1050

(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 搂搂 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

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001

(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. 5 (Amendment No. 5) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on February 25, 2022 (as amended from time to time, the Schedule 13D). Except as specifically provided herein, this Amendment No. 5 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. 5 shall have the meaning assigned to such term in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is supplemented as follows: As previously disclosed in Amendment No. 4, on March 23, 2025, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with Denali Intermediate Holdings, Inc., and Denali Buyer, Inc., whereby, subject to the terms thereof, Denali Buyer, Inc. will merge with and the Issuer (the Merger), with the Issuer surviving the Merger as a direct wholly owned subsidiary of Denali Intermediate Holdings, Inc. On August 26, 2025, the Merger was consummated in accordance with the Merger Agreement, and each outstanding share of Common Stock 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, on August 26, 2025, the Reporting Persons ceased to beneficially own any shares of Common Stock.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Schedule 13D is supplemented as follows: The percentage of beneficial ownership in this Amendment No. 5 is based on 446,189,224 shares of Common Stock outstanding as of August 1, 2025, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025

(b)

Item 5(b) of the Schedule 13D is supplemented as follows: The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 5 and are incorporated herein by reference.

(c)

Item 5(c) of the Schedule 13D is supplemented as follows: Except as reported in this Amendment No. 5, no transactions with respect to the shares of Common Stock were effected during the past sixty days by any of the Reporting Persons.

(d)

Not applicable.

(e)

The Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuers Common Stock 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.

THOMAS H. LEE ADVISORS, LLC

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/ Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

Thomas H. Lee Equity Fund VIII, L.P.

Signature:	/s/ THL Equity Advisors VIII, LLC
Name/Title:	THL Equity Advisors VIII, LLC/General Partner
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Partners, L.P.
Name/Title:	Thomas H. Lee Partners, L.P./Sole Partner
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/Managing Member
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/ Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter/ Chief Financial Officer
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

Thomas H. Lee Parallel Fund VIII, L.P.

Signature:	/s/ THL Equity Advisors VIII, LLC
Name/Title:	THL Equity Advisors VIII, LLC/ General Partner
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Partners, L.P.
Name/Title:	Thomas H. Lee Partners, L.P./Sole Member
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/General Partner
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

THL Executive Fund VIII, L.P.

Signature:	/s/ THL Equity Advisors VIII, LLC
Name/Title:	THL Equity Advisors VIII, LLC/General Partner
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Partners, L.P.
Name/Title:	Thomas H. Lee Partners, L.P./Sole Member
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/General Partner
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/ Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

THL Equity Advisors VIII, LLC

Signature:	/s/ Thomas H. Lee Partners, L.P.
Name/Title:	Thomas H. Lee Partners, L.P./Sole Member
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/ General Partner
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/ Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

Thomas H. Lee Partners, L.P.

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/General Partner
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC/ Managing Member
Name/Title:	THL Holdco, LLC/ Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

THL Managers VIII, LLC

Signature:	/s/ Thomas H. Lee Partners, L.P.
Name/Title:	Thomas H. Lee Partners, L.P./ Sole Member
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/ General Partner
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/ Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

THL Holdco, LLC

Signature:	/s/ Jeffrey Schechter/ Chief Financial Officer
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

THL Fund VIII Coinvestment Partners, L.P.

Signature:	/s/ Thomas H. Lee Partners, L.P.
Name/Title:	Thomas H. Lee Partners, L.P./General Partner
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/General Partner
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

THL Equity Fund VIII Investors (D&B), L.P.

Signature:	/s/ THL Equity Advisors VIII
Name/Title:	THL Equity Advisors VIII/ General Partner
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Partners, L.P.
Name/Title:	Thomas H. Lee Partners, L.P./ Sole Member
Date:	08/26/2025

Signature:	/s/ Thomas H. Lee Advisors, LLC
Name/Title:	Thomas H. Lee Advisors, LLC/ General Partner
Date:	08/26/2025

Signature:	/s/ THL Holdco, LLC
Name/Title:	THL Holdco, LLC/ Managing Member
Date:	08/26/2025

Signature:	/s/ Jeffrey Schechter
Name/Title:	Jeffrey Schechter/ Chief Financial Officer
Date:	08/26/2025

Source:

FAQ

What happened to Dun & Bradstreet Holdings (DNB) common stock?

Per this filing, all outstanding common shares were cancelled in the merger and converted into the right to receive $9.15 in cash per share as of August 26, 2025.

Do the Thomas H. Lee reporting persons still own DNB shares?

No. The Reporting Persons ceased to beneficially own any shares of DNB common stock on August 26, 2025.

What share count is used to calculate percentages in this amendment?

The amendment uses 446,189,224 shares outstanding as of August 1, 2025, for percentage calculations.

Was any litigation or other change disclosed in this amendment?

No. The amendment does not report any legal proceedings or other changes beyond the merger closing and ownership update.

What consideration did shareholders receive in the merger?

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

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[SCHEDULE 13D/A] Dun & Bradstreet Holdings, Inc. SEC Filing

Insights

FAQ

What happened to Dun & Bradstreet Holdings (DNB) common stock?

Do the Thomas H. Lee reporting persons still own DNB shares?

What share count is used to calculate percentages in this amendment?

Was any litigation or other change disclosed in this amendment?

What consideration did shareholders receive in the merger?

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[SCHEDULE 13D/A] Dun & Bradstreet Holdings, Inc. SEC Filing

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FAQ

What happened to Dun & Bradstreet Holdings (DNB) common stock?

Do the Thomas H. Lee reporting persons still own DNB shares?

What share count is used to calculate percentages in this amendment?

Was any litigation or other change disclosed in this amendment?

What consideration did shareholders receive in the merger?

NYSE:DNB

DNB Rankings

DNB Latest News

DNB Latest SEC Filings

DNB Stock Data