Form 4: Dun & Bradstreet Executive Chairman Disposes Shares Post-Merger

William P. Foley II, Executive Chairman of Dun & Bradstreet, disposed of all his direct and indirect common stock holdings following the company's merger into a wholly-owned subsidiary.

Summary

• William P. Foley II, Executive Chairman and Director of Dun & Bradstreet Holdings, Inc. (DNB), reported a change in beneficial ownership.
• The transaction occurred on August 26, 2025, following a merger where Dun & Bradstreet became a wholly-owned subsidiary of Denali Intermediate Holdings, Inc.
• Foley disposed of 2,458,616 shares of common stock directly owned and 3,109,644 shares indirectly owned through Bilcar, LLC.
• Following these transactions, Foley's beneficial ownership of Dun & Bradstreet common stock is 0 shares.
• Each outstanding share of common stock was cancelled and converted into the right to receive $9.15 in cash per share as part of the merger consideration.
• Outstanding restricted stock awards held by board members (excluding the CEO) were also converted into the right to receive the merger consideration plus accumulated unpaid dividend equivalent rights.

Sentiment

Score: 7

Explanation: The filing reports the completion of a merger where Dun & Bradstreet became a private entity, resulting in a cash payout to shareholders. This is a factual report of a completed corporate action, which is generally neutral in sentiment, though the cash payout is a positive for exiting shareholders.

Positives

• The merger provided a cash payout of $9.15 per share to shareholders, including those holding restricted stock awards.

Negatives

• Dun & Bradstreet Holdings, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary.

Future Outlook

NA

Industry Context

The merger of Dun & Bradstreet into a private entity reflects a broader industry trend of public companies being taken private, often by private equity firms, to facilitate strategic restructuring or unlock value away from public market scrutiny. This is a common occurrence in mature industries or for companies undergoing significant transformation.

Related Party Transactions

• Disposal of 3,109,644 shares of common stock indirectly held through Bilcar, LLC, a related party, as part of the merger.

Stakeholder Impact

• Shareholders: Received $9.15 cash per share, exiting their investment in Dun & Bradstreet.
• Employees: The filing does not provide information on employee impact, but a company going private often leads to restructuring.
• Management: William P. Foley II, as Executive Chairman, disposed of all his shares. His role in the new private entity is not detailed in this filing.

Key Dates

Keywords

Dun & Bradstreet, DNB, Merger, Form 4, Insider Transaction, William P. Foley II, Executive Chairman, Stock Disposal, Cash Merger