Item 5.02          Departure of Directors or Certain Officers; Election of Directors;
                   Appointment of Certain Officers; Compensatory Arrangements of Certain
                   Officers

On August 5, 2022, Dun & Bradstreet Holdings, Inc. (the "Company") granted performance-based restricted stock awards (the "P-RSAs") and non-qualified stock options (the "Options" and, together with the P-RSAs, the "Awards") to certain key executives, including our named executive officers. The compensation committee approved the Awards in order to drive a strong focus among the Company's key leaders who are most able to drive the effective execution of the Company's strategic plan and to encourage the retention of those leaders in order to mitigate execution risk. The terms of the Awards, which are described below, include performance-based objectives tied to our long-term performance and shareholder return in order to align the interests of our executives with those of our shareholders. The number of shares subject to the P-RSA awards and the number of Options granted to each named executive officer are:



Name and Title                                  Number of P-RSAs    Number of Options
William P. Foley, II                                314,664              773,994
Executive Chairman
Anthony M. Jabbour                                  629,327             1,547,988
Chief Executive Officer
Bryan T. Hipsher                                    157,332              386,997
Chief Financial Officer
Neeraj Sahai                                        188,798              464,397
President, Dun & Bradstreet International
Joe A. Reinhardt, III                                78,666              193,499
Chief Legal Officer

The P-RSAs vest over three years, subject to continued service and provided we achieve a performance target of Adjusted EBITDA greater than $847.3 million for the period of January 1, 2022 to December 31, 2022.

The Options have a 10-year term and vest over three years subject to continued service. The exercise price of the Options is $15.89, our closing price on the New York Stock Exchange ("NYSE") on the date of grant. The Options are subject to an exercise condition that they only become exercisable if the trading price of the Company's common stock on NYSE has achieved a 20% increase from the Company's closing price on the date of grant. This 20% increase must occur on any 20 trading days within any 30-day trading window during the term of the Options.

The foregoing description of the P-RSAs and Options does not purport to be complete and is qualified in its entirety by reference to the complete text of the related Notice and Global Restricted Stock Award Agreement (Performance-Based) and Notice and Global Stock Option Agreement, both of which we expect to file with our Form 10-Q for the quarter ended September 30, 2022.

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