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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001704720 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 per share 05/08/2025 false 0001799208 26484T106 Dun & Bradstreet Holdings, Inc. 5335 Gate Parkway Jacksonville FL 32256 Bryan D. Coy c/o Cannae 702-323-7330 1701 Village Center Circle Las Vegas NV 89134 0001704720 N Cannae Holdings, Inc. b OO N NV 0.00 60048691.00 0.00 60048691.00 60048691.00 N 13.5 CO 0001546148 N Cannae Holdings, LLC b OO N DE 0.00 60048691.00 0.00 60048691.00 60048691.00 N 13.5 OO Y DNB Holdco, LLC b OO N DE 0.00 60048691.00 0.00 60048691.00 60048691.00 N 13.5 OO Common Stock, par value $0.0001 per share Dun & Bradstreet Holdings, Inc. 5335 Gate Parkway Jacksonville FL 32256 This Amendment No. 5 ("Amendment No. 5") 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, and March 25, 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. 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 of the Schedule 13D is supplemented as follows: On May 8, 2025, DNB Holdco, LLC sold 9,000,000 shares of Common Stock for $80,550,000, or $8.95 per share of Common Stock. Information as of the date of this Amendment No. 5 is set forth on Schedule A to this Schedule 13D with respect to the Schedule A Persons and is incorporated herein by reference. This Item 5(a) of the Schedule 13D is supplemented as follows: The calculation in this Amendment No. 5 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 (i) 446,424,575 shares of Common Stock outstanding as of April 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2025, plus (ii) in the case of any Schedule A Persons, to the knowledge of the Reporting Persons, the number of shares of Common Stock issuable upon the exercise of options owned by such Schedule A Person, if any. This item 5(b) is amended and supplemented as follows: As of the date of this Amendment No. 5, the Reporting Persons beneficially owned an aggregate of 60,048,691 shares of Common Stock, which represents approximately 13.5% of the outstanding shares of Common Stock, and is comprised of 25,048,691 shares directly held by DNB Holdco, LLC and 35,000,000 shares directly held by Cannae Funding D, LLC, a wholly-owned subsidiary of DNB Holdco, LLC. This Item 5(c) is amended and 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 and in Schedule A hereto, which are incorporated herein by reference. Not applicable. Not applicable. Schedule A as included in Exhibit 99.1 Cannae Holdings, Inc. Cannae Holdings, Inc. Bryan D. Coy, Chief Financial Officer 05/09/2025 Cannae Holdings, LLC Cannae Holdings, LLC Bryan D. Coy, Managing Director and Chief Financial Officer 05/09/2025 DNB Holdco, LLC DNB Holdco, LLC Bryan D. Coy, Manager and Chief Financial Officer 05/09/2025