Glass Lewis Cites Cannae’s Poor Investor Returns and Governance, Endorses Board-Level Change and Supports Carronade Nominees Mona Aboelnaga, Benjamin Duster, Dennis Prieto and Chérie Schaible Recommends Shareholders Vote “FOR” Carronade’s Nominees and “WITHHOLD” on All Four Cannae Nominees on Carronade’s GOLD Proxy Card DARIEN, Conn., Nov. 25, 2025 (GLOBE NEWSWIRE) -- Carronade Capital Master, LP (together with its affiliates, “Carronade Capital”, “our” or “we”), which beneficially owns approximately 3.2 m ...

Highlights How Board’s Governance Failings Have Destroyed Shareholder Value  Urges Shareholders to Vote “FOR” Carronade’s Nominees on the GOLD Proxy Card TODAY DARIEN, Conn., Nov. 24, 2025 (GLOBE NEWSWIRE) -- Carronade Capital Master, LP (together with its affiliates, “Carronade Capital”, “our” or “we”), which beneficially owns approximately 3.2 million shares of Common Stock of Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”) and is one of the Company’s top shareholders, today released a pres ...

Core Points - Cannae Holdings, Inc. is urging shareholders to vote in the upcoming 2025 Annual Meeting of Shareholders scheduled for December 12, 2025 [1] - Shareholders of record as of October 30, 2025, will be eligible to vote at the Annual Meeting [1] - The company recommends voting "FOR" its four director nominees, highlighting their qualifications [1]

Core Insights - Cannae Holdings, Inc. reported a quarterly loss of $1.06 per share, significantly worse than the Zacks Consensus Estimate of a loss of $0.31, marking an earnings surprise of -241.94% [1] - The company generated revenues of $106.9 million for the quarter ended September 2025, slightly exceeding the Zacks Consensus Estimate by 0.38%, but down from $113.9 million a year ago [2] - Cannae shares have declined approximately 12.6% year-to-date, contrasting with the S&P 500's gain of 14.4% [3] Earnings Outlook - The future performance of Cannae's stock will largely depend on management's commentary during the earnings call and the subsequent revisions of earnings estimates [3][4] - The current consensus EPS estimate for the upcoming quarter is -$0.30 on revenues of $102.5 million, and for the current fiscal year, it is -$6.36 on revenues of $422.4 million [7] Industry Context - The Financial - Investment Management industry, to which Cannae belongs, is currently ranked in the top 28% of over 250 Zacks industries, indicating a favorable outlook compared to lower-ranked industries [8] - The correlation between near-term stock movements and earnings estimate revisions suggests that tracking these revisions can provide insights into stock performance [5]

Financial Data and Key Metrics Changes - Cannae's operating revenue for Q3 2025 was $107 million, down $7 million from $114 million in Q3 2024, driven by reduced guest counts and fewer restaurant locations [16] - Total operating expenses decreased by $12 million to $120 million in Q3 2025, with reductions attributed to restaurant group location and operating cost reductions [16][17] - Net recognized gains were $8 million in Q3 2025, down $15 million from the prior year, reflecting lower mark-to-market gains on Paysafe [17] Business Line Data and Key Metrics Changes - Cannae's equity and losses of unconsolidated affiliates were $57 million in Q3 2025, compared to $25 million in Q3 2024, driven by Alight's goodwill impairment and record player trading profits at Black Knight Football [17] - Alight reported total revenue of $533 million in Q3 2025, down 4% year over year, but adjusted EBITDA and free cash flow improved significantly [13][14][15] Market Data and Key Metrics Changes - The restaurant segment saw reduced guest counts and 10 fewer locations, primarily affecting the O'Charley's brand, while the 99 brand maintained flat or slightly down same-store revenues [16] Company Strategy and Development Direction - Cannae is focused on executing its strategic plan initiated in February 2024, which includes optimizing investment strategy, capital allocation, and managing its portfolio for long-term value creation [4][5] - The company has transitioned its portfolio from 70% public investments to 20% public investments, emphasizing proprietary private investments expected to generate outsized returns [5][10] - Future capital allocation will concentrate on sports and sports-related assets, leveraging networks to find opportunities in the sports ecosystem [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategic plan's execution and the progress made, highlighting the importance of transitioning to proprietary investments [4][10] - The company remains optimistic about the sports sector evolving into an institutional asset class, with a focus on improving cash flows and generating investor returns [9] Other Important Information - Cannae has returned over $500 million to shareholders since the strategic plan announcement, representing 35% of shares outstanding at that time [10] - The company plans to sell certain non-core assets to take advantage of expiring tax benefits, potentially generating up to $55 million in cash tax refunds [6] Q&A Session Summary Question: Potential tax benefits and investment monetizations - Management indicated that tax assets refer to historical gains where losses could be utilized for tax refunds, focusing on realizing unrealized losses for this purpose [20][21] Question: Criteria for monetizing investments - Management confirmed that the focus would be on realizing unrealized losses and monitoring the broader portfolio for less strategic assets [22] Question: Investments in SpaceX and Brisada Resorts - Management clarified that these investments are not new and may be considered for monetization as part of the strategic review [23][24] Question: AI risks in fintech and software investments - Management acknowledged the growing importance of AI and stated that portfolio companies are leveraging AI to improve efficiency and revenue without being made obsolete [25][26] Question: Divesting non-core assets and capital returns - Management emphasized a balanced approach to returning capital to shareholders while considering new investments, maintaining a consistent dividend [30][32] Question: Update on AFC Bournemouth stadium renovation - Management provided an update on the stadium renovation, indicating that the first phase is expected to be completed by the start of the 2026-2027 season, with significant improvements planned [33][34]

Financial Performance - Restaurant revenue for Q3 2025 was $94.6 million, down 7.3% from $102.1 million in Q3 2024[130] - Total operating revenues decreased to $106.9 million in Q3 2025 from $113.9 million in Q3 2024, a decline of 6.1%[130] - Operating loss for Q3 2025 was $13.2 million, an improvement from a loss of $18.1 million in Q3 2024[130] - Net loss attributable to Cannae Holdings, Inc. common shareholders was $68.4 million in Q3 2025, compared to a loss of $13.6 million in Q3 2024[130] - Pre-tax loss before equity in losses of unconsolidated affiliates decreased by $9.4 million, or 324.1%, in Q3 2025 compared to Q3 2024[138] - Total revenues for the Restaurant Group segment decreased by $7.5 million, or 7.3%, in the three months ended September 30, 2025, primarily due to a decline in comparable store sales[147] - Total revenues for the Restaurant Group segment decreased by $20.6 million, or 6.5%, in the nine months ended September 30, 2025, mainly due to a decline in comparable store sales[149] - Pre-tax earnings before income taxes increased by $44.8 million, or 22.0%, in the nine months ended September 30, 2025, compared to the same period in 2024[142] Investment and Impairment - The company recorded an impairment of $59.1 million on its investment in Alight as of June 30, 2025, due to a significant decline in fair value[125] - As of September 30, 2025, the book value of the investment in Alight was $147.4 million, with a fair value of $132.0 million[126] - Equity in losses of unconsolidated affiliates totaled $(57.5) million for the three months ended September 30, 2025, compared to $(25.3) million in 2024, primarily driven by Alight's goodwill impairment of $1,338 million[140] - Equity in losses of Alight for the nine months ended September 30, 2025, was $(155.1) million, significantly impacted by a goodwill impairment of $2,321 million[145] Tax and Deferred Assets - The company has a net deferred tax asset of $50.4 million as of September 30, 2025, primarily due to temporary differences related to investments[128] - A valuation allowance of $99.0 million was recorded on the company's federal NOL carryforwards and certain deferred taxes[128] - Income tax benefit was $3.8 million for the three months ended September 30, 2025, compared to $6.4 million in 2024, with an effective tax rate of 58.5% in 2025 versus (220.7)% in 2024[139] - The effective tax rate for the nine months ended September 30, 2025, was (9.2)%, compared to (7.0)% in 2024, influenced by equity in losses of unconsolidated affiliates[144] Cash Flow and Dividends - Cash flows from investing activities increased to $493.8 million for the nine months ended September 30, 2025, up from $307.1 million in 2024, primarily due to the sale of the remaining interest in D&B for $629.8 million[176] - Cash flows used in operations decreased to $34.1 million for the nine months ended September 30, 2025, from $78.1 million in 2024, mainly due to tax refunds and lower operating expenses[175] - The company had cash and cash equivalents of $233.8 million as of September 30, 2025, with $225.8 million held by the corporate holding company[171] - The company declared a cash dividend of $0.15 per share on November 4, 2025, payable on December 31, 2025[170] Stock Repurchase - The company repurchased 2,295,463 shares of common stock for approximately $42.1 million during the nine months ended September 30, 2025, averaging $18.33 per share[183] - The company authorized a stock repurchase program allowing the repurchase of up to 10.0 million shares of common stock[184] - During Q3 2025, the company repurchased 6,212,998 shares for approximately $120.4 million, averaging $19.38 per share[185] - For the nine months ended September 30, 2025, the total shares repurchased amounted to 9,705,074 for about $189.8 million, averaging $19.56 per share[185] - From October 1, 2025, to November 7, 2025, an additional 294,926 shares were repurchased for approximately $5.4 million, averaging $18.21 per share[185] - Since the start of the 2022 Repurchase Program, a total of 10,000,000 shares have been repurchased for approximately $195.2 million, averaging $19.52 per share[185] - As of November 7, 2025, there are no shares available for repurchase under the 2023 Repurchase Program[185] - The company authorized a new stock repurchase program on March 24, 2025, allowing for the repurchase of up to 10.0 million shares[186] - As of September 30, 2025, no purchases had been made under the 2025 Repurchase Program, leaving 10.0 million shares available for repurchase[186] - From October 1, 2025, to November 7, 2025, the company repurchased 2,003,608 shares for approximately $36.9 million, averaging $18.38 per share under the 2025 Repurchase Program[186] - As of the date of the Quarterly Report, there are 7,996,392 shares available for repurchase under the 2025 Repurchase Program[187]

Shareholder Returns - Cannae purchased $163 million of its stock since the start of the third quarter, representing 8.6 million shares at a 31% discount to NAV[12] - Year to date November 10th, Cannae has purchased $275 million, or 14.4 million shares, representing 22.9% of its shares outstanding at the prior year-end[12] - Cannae has returned over $1 billion to shareholders since May 2021 through share buybacks, representing over 50% of its outstanding shares[12] - Cannae received $630 million in cash proceeds from the sale of Dun & Bradstreet, with $424 million used for share repurchases, margin loan repayment, and dividends[12] - The company expects to total $30 million in dividends for 2025, having paid $23 million so far[12] Financial Performance - Alight reported total revenue of $533 million for the quarter ended September 30, 2025, compared to $555 million for the prior year quarter, reflecting a decrease of 4%[22] - Alight recognized a non-cash impairment of goodwill of $1.3 billion, leading to a net loss from continuing operations of $1,055 million for the quarter[19] - Adjusted EBITDA for Alight improved to $138 million, a 17% increase from $118 million in the prior year third quarter[23] - For Q3 2025, total operating revenues decreased to $106.9 million from $113.9 million in Q3 2024, a decline of 6.1%[37] - The net loss attributable to Cannae Holdings, Inc. common shareholders for Q3 2025 was $68.4 million, compared to $13.6 million in Q3 2024[37] - Year-to-date total operating revenues for 2025 were $320.3 million, down from $342.6 million in 2024, reflecting a decrease of 6.5%[38] - The net loss attributable to Cannae Holdings, Inc. common shareholders for the first nine months of 2025 was $420.2 million, compared to $258.5 million in the same period of 2024[38] - Net loss from continuing operations for Q3 2025 was $1,055 million, compared to a loss of $44 million in Q3 2024[47] - Adjusted EBITDA from continuing operations for Q3 2025 was $138 million, up from $118 million in Q3 2024, resulting in an adjusted EBITDA margin of 25.9%, compared to 21.3% in the prior year[47][48] - Revenue for Q3 2025 was $533 million, a decrease from $555 million in Q3 2024[47] - Free cash flow from continuing operations for the nine months ended September 30, 2025, was $151 million, compared to $104 million for the same period in 2024[49] - Cash provided by operating activities for continuing operations was $236 million for the nine months ended September 30, 2025, compared to $75 million in 2024[49] - The company incurred $4 million in transaction and integration expenses related to acquisition and divestiture activities in Q3 2025[48] - The company reported a gain of $1,338 million from other activities, including impairment, in the reconciliation of net loss to adjusted EBITDA[47] Asset and Liability Management - As of September 30, 2025, total assets decreased to $1,514.3 million from $2,228.9 million at the end of 2024, a reduction of 32%[39] - Current liabilities decreased to $130.6 million from $146.5 million at the end of 2024, indicating improved short-term financial health[39] Interest and Expenses - Interest expense for Q3 2025 was $24 million, compared to $19 million in Q3 2024[47] - Depreciation and amortization expenses were $103 million in Q3 2025, slightly up from $97 million in Q3 2024[47] Investments - Cannae has invested $249 million in Black Knight Football, representing approximately 45% ownership interest[36] - The company recognizes its proportionate share of Black Knight Football Club's net earnings or loss in its consolidated results, reported on a three-month lag[51][52] Management Guidance - Alight's management lowered its previous guidance for 2025, projecting revenue in the range of $2.25 billion to $2.28 billion[25] Sports Team Performance - FC Lorient secured 8 new players this summer, with 5 of them under the age of 22, aligning with the strategy of developing young talent[31] - Moreirense FC, acquired by BKFC, is positioned in the Primeira Liga, known for its strong domestic talent and no limit on non-EU players, enhancing market opportunities[32] - After 11 matches, Moreirense FC is in 6th place in the Primeira Liga with 6 wins, no draws, and 5 losses[33]

Core Insights - Carronade Capital emphasizes the urgent need for change at Cannae Holdings to restore investor confidence and improve governance [1][2][3] - The company has proposed the election of four independent directors to enhance accountability and drive value creation [1][2][3] Summary by Sections Company Performance - Cannae has experienced chronic underperformance with total annualized shareholder returns of only 0.15% since inception, significantly lagging behind peers [2] - The company is trading at a persistent discount to its intrinsic value, attributed to poor strategic decisions and governance practices [2] Proposed Changes - Carronade Capital believes that electing its four nominees—Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Cherie Schaible—will provide the best opportunity for meaningful change [2][3] - The nominees are described as highly qualified and independent, possessing the expertise necessary to improve corporate governance and capital allocation [3] Shareholder Engagement - Shareholders are urged to vote "FOR" Carronade's nominees using the GOLD proxy card by December 11, 2025, to ensure their votes are counted [3] - The presentation highlights the need for shareholders to send a clear message that the current status quo is unacceptable [1][3] About Carronade Capital - Carronade Capital Management is a multi-strategy investment firm with approximately $2.7 billion in assets under management, focusing on process-driven investments [4] - Founded in 2019, Carronade is led by industry veteran Dan Gropper, who has extensive experience in special situations credit [4]

Core Viewpoint - Carronade Capital is advocating for significant changes in Cannae Holdings' governance and board composition, citing a history of poor performance and governance failures that necessitate the election of independent directors to restore shareholder value [1][2][4]. Group 1: Governance Issues - Cannae's board has been accused of manipulating corporate governance to limit shareholder voting rights and has a history of poor governance practices, including affiliated party transactions and inadequate performance [2][4]. - The board's decision to reincorporate from Delaware to Nevada is viewed as a tactic to deprive shareholders of their voting rights [2]. - Carronade Capital highlights the need for independent directors to ensure accountability and represent shareholder interests effectively [5][12]. Group 2: Performance Metrics - Cannae has delivered a negative total shareholder return of -5.2% since its spin-out in 2017, significantly underperforming compared to its peers and the broader market [8]. - Over the past three years, Cannae has traded at an average discount of -37% to its Net Asset Value (NAV) per share, indicating a lack of investor confidence [8][9]. - The company has consistently underperformed relative to its self-selected proxy peers and the Russell 2000 Index Financials, with returns of -21%, -28%, and -37% over the past 1, 3, and 5 years, respectively [8][9]. Group 3: Proposed Changes - Carronade Capital is nominating four independent candidates for Cannae's board, believing their election could lead to a potential share price increase of over 50% within the next year [7][15]. - The proposed changes include a commitment to return more capital to shareholders, reduce corporate overhead costs, and align management incentives with shareholder interests [15][17]. - Carronade Capital emphasizes the need for a new governance structure, including a refreshed leadership for the Related Person Transaction Committee and the establishment of a Strategic Review Committee [17].

Core Viewpoint - Carronade Capital is advocating for significant changes in Cannae Holdings' governance and board composition, emphasizing the need for independent directors to enhance shareholder accountability and restore value [2][3][4]. Group 1: Shareholder Engagement and Accountability - Carronade Capital, a major shareholder of Cannae, has nominated four independent candidates for the board to address perceived governance failures and enhance shareholder value [2][4]. - The current board's actions, including the reincorporation from Delaware to Nevada, are viewed as attempts to manipulate corporate governance and deprive shareholders of their voting rights [3][5]. - Carronade Capital has expressed dissatisfaction with the board's performance, citing a history of poor governance practices and a lack of accountability [6][12]. Group 2: Financial Performance and Value Creation - Cannae has delivered a negative total shareholder return of -5.2% since its spin-off in 2017, significantly underperforming compared to market peers [9][12]. - The company's shares have traded at an average discount of -37% to its Net Asset Value (NAV) over the past three years, indicating a lack of investor confidence [9][12]. - Carronade believes that the election of its nominees could lead to a potential share price upside of over 50% within the next year through strategic initiatives [8][20]. Group 3: Proposed Changes and Initiatives - Carronade Capital proposes a series of initiatives aimed at returning capital to shareholders, reducing costs, and enhancing governance practices [20][21]. - The addition of independent directors is seen as crucial for ensuring accountability and driving necessary changes within the board [18][20]. - Carronade emphasizes the need for a clear investment strategy and timely return of capital to restore credibility and narrow the NAV discount [20][21].