SCHEDULE: Cannae Holdings Exits Dun & Bradstreet Stake Post-Merger

Cannae Holdings, Inc. and its affiliates have ceased beneficial ownership of Dun & Bradstreet Holdings, Inc. common stock following a merger transaction.

Summary

• Cannae Holdings, Inc., Cannae Holdings, LLC, and DNB Holdco, LLC (the "Reporting Persons") filed Amendment No. 6 to their Schedule 13D, indicating they no longer beneficially own any common stock of Dun & Bradstreet Holdings, Inc.
• This cessation of ownership is a direct result of a merger agreement, dated March 23, 2025, where Dun & Bradstreet shares were acquired by Denali Intermediate Holdings, Inc. and its subsidiary.
• As part of the merger, each outstanding share of Dun & Bradstreet common stock was converted into the right to receive $9.15 in cash per share.
• Prior to the merger, on June 17, 2025, DNB Holdco, LLC sold 1,000,000 shares of Common Stock for $9.06 per share, totaling $9,060,000.
• In connection with the merger on August 26, 2025, DNB Holdco, LLC disposed of 24,048,691 shares, and Cannae Funding D, LLC (a wholly-owned subsidiary of DNB Holdco, LLC) disposed of 35,000,000 shares, for a total consideration of $540,295,523.

Sentiment

Score: 7

Explanation: The sentiment is positive for the Reporting Persons as they successfully completed a planned exit from a significant investment, realizing cash proceeds through a merger. This indicates a successful conclusion to their investment strategy in Dun & Bradstreet.

Positives

• The Reporting Persons successfully completed their planned exit from a significant investment in Dun & Bradstreet Holdings, Inc. through a merger.
• The merger provided a clear liquidity event for the Reporting Persons' substantial equity stake, realizing cash consideration.

Future Outlook

This filing primarily reports a completed transaction and the cessation of beneficial ownership by the Reporting Persons. It does not provide forward-looking statements or guidance regarding the future operations or financial performance of Dun & Bradstreet Holdings, Inc. or Cannae Holdings, Inc. beyond the immediate impact of the merger.

Industry Context

This filing reflects a significant ownership exit by a major investor (Cannae Holdings) from a business information services provider (Dun & Bradstreet) due to a take-private merger. Such transactions are common in mature industries where private equity or strategic buyers seek to acquire established companies, often to streamline operations, integrate with existing portfolios, or pursue long-term strategies away from public market scrutiny. The $9.15 per share cash consideration indicates a valuation agreed upon by the parties involved in the acquisition.

Comparison to Industry Standards

• This filing does not provide sufficient detail to compare the merger terms or the Reporting Persons' exit strategy to specific industry benchmarks or comparable companies. The focus is solely on the change in beneficial ownership due to a pre-announced merger.
• Without details on the initial investment cost, the return on investment for Cannae Holdings cannot be assessed against industry averages for private equity or strategic investments in the business information sector.

Legal Proceedings

• The filing states that neither the Reporting Persons nor the Item 2 Persons have been convicted in a criminal proceeding (excluding traffic violations) or been a party to a civil proceeding resulting in 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, during the past five years.

Related Party Transactions

• No related party transactions are explicitly disclosed beyond the ownership structure of Cannae Funding D, LLC as a wholly-owned subsidiary of DNB Holdco, LLC, which participated in the share disposition.

Stakeholder Impact

• Shareholders (of Dun & Bradstreet): Received $9.15 cash per share, providing a liquidity event and a premium over the pre-merger sale price of $9.06.
• Reporting Persons (Cannae Holdings, Inc. and affiliates): Successfully exited a significant investment, realizing substantial cash proceeds.

Next Steps

• The Reporting Persons have completed their exit from Dun & Bradstreet Holdings, Inc.
• This Amendment No. 6 is the final amendment to the Schedule 13D, indicating no further reporting obligations for these specific holdings.

Key Dates

Keywords

Cannae Holdings, Dun & Bradstreet, Merger, Schedule 13D, Beneficial Ownership, Stock Sale, Denali Intermediate Holdings, Exit Strategy