Form 4: Dun & Bradstreet CFO Disposes Shares Post-Merger

Dun & Bradstreet's CFO, Bryan T. Hipsher, disposed of all his direct and indirect common stock holdings following the company's merger into a wholly-owned subsidiary of Denali Intermediate Holdings, Inc. for $9.15 per share.

Summary

• Bryan T. Hipsher, Chief Financial Officer of Dun & Bradstreet Holdings, Inc. (DNB), reported changes in his beneficial ownership of company securities.
• The changes occurred on August 26, 2025, pursuant to a merger agreement dated March 23, 2025.
• Dun & Bradstreet Holdings, Inc. merged with Denali Buyer, Inc., a subsidiary of Denali Intermediate Holdings, Inc., with Dun & Bradstreet surviving as a wholly-owned subsidiary.
• Each outstanding share of Dun & Bradstreet common stock was cancelled and converted into the right to receive $9.15 in cash per share.
• Mr. Hipsher disposed of 1,945,066.78 shares of common stock held directly.
• He also disposed of 29,000 shares of common stock held indirectly through The Percy Stewart Trust.
• Following these transactions, Mr. Hipsher beneficially owns 0 shares of Dun & Bradstreet common stock.
• Unvested restricted common stock was converted into an equity interest of an indirect parent company of Denali Intermediate Holdings, Inc., subject to time-based vesting and no performance conditions.

Sentiment

Score: 7

Explanation: The filing reports the expected and definitive outcome of a merger, providing a clear cash payout for public shareholders and a restructured equity interest for the CFO. This is a neutral to positive event as it represents a successful liquidity event for vested shares and continued alignment for unvested equity within the new private structure.

Positives

• The merger provided a cash payout of $9.15 per share for common stock holders, including the CFO's vested shares.
• Unvested restricted stock was converted into equity in the new private parent company, maintaining an incentive for the CFO.

Negatives

• The CFO, Bryan T. Hipsher, no longer holds direct or indirect beneficial ownership of Dun & Bradstreet common stock, as the company is now a private entity.

Future Outlook

Dun & Bradstreet Holdings, Inc. is now a wholly-owned subsidiary of Denali Intermediate Holdings, Inc., indicating its transition from a publicly traded entity to a private company. For the CFO, unvested equity has been converted into an interest in the new parent company, suggesting continued involvement.

Industry Context

This filing reflects the final stages of a take-private transaction, a common occurrence in the financial industry where a public company is acquired and delisted. Such events typically result in public shareholders receiving cash for their shares and insiders' equity being restructured within the new private ownership structure.

Related Party Transactions

• The merger itself involved Dun & Bradstreet Holdings, Inc. (Issuer), Denali Intermediate Holdings, Inc. (Parent), and Denali Buyer, Inc. (Merger Sub), which are related parties in the context of the acquisition.

Stakeholder Impact

• Shareholders: Received $9.15 in cash per share for their common stock, effectively liquidating their investment in Dun & Bradstreet.
• Employees (CFO): Vested shares were converted to cash, while unvested restricted shares were converted into equity interests in the new private parent company, maintaining an incentive structure.

Next Steps

• Former public shareholders will receive the $9.15 cash consideration per share.
• Unvested restricted stock holders, including the CFO, will hold equity interests in the indirect parent company, subject to new time-based vesting schedules.

Key Dates

Keywords

Dun & Bradstreet, DNB, Bryan T. Hipsher, CFO, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Disposition, Denali Intermediate Holdings