Financial Data and Key Metrics Changes - Cannae's stock closed at $19.88, trading at a 26.6% discount to NAV per share, which is the narrowest discount in over three years, compared to a near 40% discount when the strategic plan was announced [7][8] - Total operating revenue for the first quarter was $110,000,000, a 6.6% decrease from the prior year [27] - Alight reported total revenue of $528,000,000 for 2025, a 2% decrease from 2024, with a net loss of $1,000,000,000 primarily due to a non-cash impairment of goodwill [24][25] Business Line Data and Key Metrics Changes - Cannae repurchased 7,600,000 shares, approximately 12% of outstanding shares, returning $150,000,000 to shareholders at an average price of $19.71 per share, which is a 30% discount to NAV [12] - Alight's adjusted EBITDA was $127,000,000 for 2025, a 21% increase compared to the prior year quarter [24] - Walk-ins delivered mid single-digit growth in net sales and high single-digit growth in EBITDA compared to the first six months of 2024 [26] Market Data and Key Metrics Changes - AFC Bournemouth finished ninth in the Premier League with 56 points, a club record, and saw match day and commercial revenue increase by 81% since acquisition [16][17] - BKFC completed a $130,000,000 capital raise, with Cannae committing $50,000,000, and plans to renovate the Vitality Stadium, increasing capacity from over 11,000 to approximately 17,000 [15][20] Company Strategy and Development Direction - Cannae's strategic plan focuses on rebalancing the portfolio away from public company investments, investing in attractive companies, and returning capital to shareholders [7][11] - The company aims to close the stock price to NAV gap and deliver long-term NAV growth through share buybacks and dividends [12][13] - Cannae plans to acquire an additional 30% stake in JANNA for $67,500,000, bringing total ownership to 50% [13][14] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term value of the JANNA franchise and the potential for proprietary investment opportunities [39][40] - The company acknowledged challenges in the restaurant segment, particularly with O'Charley's, and is actively working on improvements [28][59] - Management remains committed to executing the strategic plan and believes there is significant upside as they position Cannae as a permanent capital vehicle [63] Other Important Information - Cannae has returned approximately $414,000,000 in total share buybacks and dividends since announcing the strategic plan [13] - The company expects to close the D&B transaction in the third quarter, which will provide significant capital for shareholder returns [9][30] Q&A Session Summary Question: Any decision on capital return related to D&B? - Management is considering options for capital return, including share buybacks and potential tender offers, with $150,000,000 already allocated for buybacks [32][33] Question: Update on public portfolio monetizations? - Management indicated that they have sold about $1,100,000,000 in public securities and are not in a rush to sell remaining public stakes [36] Question: Update on JANNA partnership and investment opportunities? - Management is optimistic about potential investment opportunities arising from the JANNA partnership and is exploring various avenues for capital deployment [39][40] Question: Motivation for continued participation in BKFC capital raises? - Cannae views BKFC as an important investment and plans to continue participating in future capital raises to maintain a significant ownership stake [42][43] Question: Any updates on the annual shareholders meeting? - The date for the upcoming annual shareholders meeting will be announced after the D&B transaction closes, expected later in the fall [45][46]

[Part I: FINANCIAL INFORMATION](index=3&type=section&id=Part%20I%3A%20FINANCIAL%20INFORMATION) [Item 1. Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, equity, and cash flows, along with detailed notes explaining accounting policies, investments, fair value measurements, segment information, revenue recognition, debt, commitments, and discontinued operations [Condensed Consolidated Balance Sheets](index=3&type=section&id=A.%20Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (Millions) | December 31, 2024 (Millions) | Change (Millions) | | :-------------------------------- | :-------------------------- | :--------------------------- | :---------------- | | Total Assets | $1,785.8 | $2,228.9 | $(443.1) | | Total Liabilities | $429.1 | $413.6 | $15.5 | | Total Equity | $1,356.7 | $1,815.3 | $(458.6) | | Cash and cash equivalents | $66.7 | $131.5 | $(64.8) | | Assets of discontinued operations held for sale | $528.0 | $0.0 | $528.0 | | Investments in unconsolidated affiliates | $629.9 | $764.9 | $(135.0) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=B.%20Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | | :-------------------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Total operating revenues | $110.2 | $118.0 | $213.4 | $228.7 | | Operating loss | $(60.9) | $(23.0) | $(82.3) | $(63.6) | | Net loss from continuing operations | $(229.5) | $(148.9) | $(268.2) | $(224.0) | | Net loss from discontinued operations, net of tax | $(11.0) | $(6.1) | $(87.3) | $(22.8) | | Net loss attributable to Cannae Holdings, Inc. common shareholders | $(238.8) | $(155.0) | $(351.8) | $(244.9) | | Basic Net loss per share | $(3.93) | $(2.49) | $(5.72) | $(3.68) | [Condensed Consolidated Statements of Comprehensive (Loss) Earnings](index=5&type=section&id=C.%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Earnings) | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | | :---------------------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net loss | $(240.5) | $(155.0) | $(355.5) | $(246.8) | | Other comprehensive earnings (loss), net of tax | $5.8 | $(1.1) | $3.7 | $2.3 | | Comprehensive loss attributable to Cannae Holdings, Inc. common shareholders | $(233.0) | $(156.1) | $(348.1) | $(242.6) | [Condensed Consolidated Statements of Equity](index=6&type=section&id=D.%20Condensed%20Consolidated%20Statements%20of%20Equity) - Total Cannae shareholders' equity decreased from **$1,836.5 million** as of December 31, 2024, to **$1,381.4 million** as of June 30, 2025, a decrease of **$455.1 million**[9](index=9&type=chunk) - Retained earnings decreased significantly from **$567.1 million** to **$200.1 million** in the six months ended June 30, 2025, primarily due to net losses and dividends declared[9](index=9&type=chunk)[20](index=20&type=chunk) - Treasury stock increased from **$724.7 million** to **$838.6 million**, reflecting share repurchases[9](index=9&type=chunk)[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=E.%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :---------------- | | Net cash used in operating activities | $(12.5) | $(46.2) | $33.7 | | Net cash provided by investing activities | $77.5 | $252.5 | $(175.0) | | Net cash used in financing activities | $(129.8) | $(266.8) | $137.0 | | Net decrease in cash and cash equivalents | $(64.8) | $(60.5) | $(4.3) | | Cash and cash equivalents at end of period | $66.7 | $45.7 | $21.0 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=F.%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the accounting policies, significant estimates, recent developments, and specific financial statement line items, offering crucial context for the unaudited condensed consolidated financial statements [Note A — Basis of Financial Statements](index=9&type=section&id=Note%20A%20%E2%80%94%20Basis%20of%20Financial%20Statements) - Cannae Holdings, Inc. primarily acquires interests in operating companies, actively managing and supporting a core group for the long term, with significant equity ownership stakes in companies like Dun & Bradstreet, Alight, Paysafe, Black Knight Football, CSI, Watkins Holdings, JANA Partners, Minden Mill, AmeriLife, O'Charley's, and 99 Restaurants[25](index=25&type=chunk) - **Dun & Bradstreet (D&B) Sale:** D&B entered a definitive agreement to be acquired by Clearlake Capital Group, L.P. for **$9.15 per share**, expected to close in Q3 2025. Cannae agreed to vote its shares in favor and sold **10.0 million D&B shares** for **$89.5 million** in Q2 2025, reducing its ownership to **59.0 million shares (13.2%)**. D&B is now presented as a discontinued operation and assets held for sale[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - **Black Knight Football (BKFC):** Cannae invested an additional **$25.0 million** in BKFC, increasing its ownership to **42.5%**, with a commitment for another **$25.0 million** in Q3 2025[33](index=33&type=chunk) - **WineDirect Transaction:** Received **$20.4 million** (including **$13.6 million cash** and a **21.6% interest** in WineDirect Fulfillment valued at **$6.8 million**) from the spin-off and sale of WineDirect's divisions, recording a **$15.0 million gain**[34](index=34&type=chunk) - **Stock Repurchase Programs:** Repurchased **2,295,463 shares** for **$42.1 million** under the 2022 program and **3,492,076 shares** for **$69.4 million** under the 2023 program during the six months ended June 30, 2025. A new 2025 Repurchase Program for up to **10.0 million shares** was authorized[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) - **JANA Partners Investment:** Agreed to acquire an additional **30% ownership** in JANA Partners for **$67.5 million** upfront and potential further payments, increasing total ownership to **50%** upon Q3 2025 closing[38](index=38&type=chunk) - **Management Services Agreement (MSA) Termination:** The MSA with Trasimene Capital Management, LLC was terminated effective May 12, 2025, with remaining obligations for management and termination fees totaling **$24.7 million**[39](index=39&type=chunk) - **Executive Management Transition:** William P. Foley transitioned from CEO/CIO/Chairman to non-executive Vice Chairman, receiving a **$17.2 million lump-sum payment** and accelerated equity awards. Doug Ammerman was appointed Chairman, and Ryan R. Caswell became CEO[40](index=40&type=chunk)[41](index=41&type=chunk) - **Dividends Declared:** Declared a **$0.12 per share dividend** payable June 30, 2025, and a **$0.15 per share dividend** payable September 30, 2025[42](index=42&type=chunk) - The effective tax rate was **1.3%** and **(12.1)%** for the three and six months ended June 30, 2025, respectively, primarily due to an **$84.8 million valuation allowance** recorded on federal and state net operating loss carryforwards and certain deferred taxes related to investments[50](index=50&type=chunk)[51](index=51&type=chunk) [Note B — Investments](index=13&type=section&id=Note%20B%20%E2%80%94%20Investments) | Affiliate | Ownership at June 30, 2025 | June 30, 2025 (Millions) | December 31, 2024 (Millions) | | :-------- | :------------------------- | :----------------------- | :--------------------------- | | Alight | 7.6% | $229.1 | $374.0 | | BKFC | 42.5% | $106.0 | $108.3 | | CSI | 6.4% | $103.9 | $88.2 | | Watkins | 49.3% | $73.6 | $78.5 | | JANA | 19.99% | $56.9 | $56.3 | | Other | various | $60.4 | $59.6 | | **Total** | | **$629.9** | **$764.9** | | Affiliate | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | | :------------------ | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Alight | $(81.7) | $2.2 | $(83.6) | $(9.1) | | BKFC | $(12.3) | $(17.9) | $(22.7) | $(25.3) | | CSI | $0.0 | $0.2 | $15.7 | $41.1 | | JANA | $0.4 | $0.5 | $2.8 | $0.0 | | **Total** | **$(95.7)** | **$(14.6)** | **$(97.6)** | **$3.0** | - Recorded a **$59.1 million impairment** in the investment of Alight for the six months ended June 30, 2025, due to the sustained decrease in fair market value below book value[56](index=56&type=chunk) [Note C — Fair Value Measurements](index=14&type=section&id=Note%20C%20%E2%80%94%20Fair%20Value%20Measurements) - The Put Right liability is accounted for at fair value calculated using a Monte Carlo Simulation with Level 2 fair value hierarchy inputs, including the Company's common stock price and growth rate, the two-year duration of the DSA, implied volatility, and a discount rate based on US treasury securities[66](index=66&type=chunk) - As of June 30, 2025, the Put Right liability was **$13.2 million**[66](index=66&type=chunk) [Note D — Variable Interest Entities](index=17&type=section&id=Note%20D%20%E2%80%94%20Variable%20Interest%20Entities) - Cannae holds variable interests in unconsolidated affiliates, primarily BKFC, CSI, and Minden Mill, but is not the primary beneficiary[70](index=70&type=chunk) - Cannae has guaranteed certain payment obligations of BKFC related to investment commitments for football club acquisitions, estimated between **$42.4 million** and **$77.1 million** as of June 30, 2025[71](index=71&type=chunk) [Note E — Segment Information](index=17&type=section&id=Note%20E%20%E2%80%94%20Segment%20Information) - Cannae has identified three reportable segments: Restaurant Group, Alight, and Black Knight Football (BKFC). Dun & Bradstreet is no longer a reportable segment due to its reclassification as a discontinued operation[76](index=76&type=chunk)[77](index=77&type=chunk) - **Restaurant Group:** Consists primarily of the operations of O'Charley's (**65.4% ownership**) and 99 Restaurants (**88.5% ownership**)[80](index=80&type=chunk) - **Alight:** Represents Cannae's **7.6% ownership interest** in Alight, a technology-enabled services company delivering human capital management solutions. Accounted for using the equity method[80](index=80&type=chunk) - **Black Knight Football:** Represents Cannae's **42.5% ownership interest** in BKFC, which owns and operates AFC Bournemouth (English Premier League), holds significant minority interests in FC Lorient (French Ligue 1) and The Hibernian Football Club Limited (Scottish Premiership), and acquired a controlling interest in Moreirense Futebol Clube (Portuguese Primeira Liga) in June 2025. Accounted for using the equity method with a three-month lag[81](index=81&type=chunk) [Note F — Revenue Recognition](index=20&type=section&id=Note%20F%20%E2%80%94%20Revenue%20Recognition) - Total operating revenues decreased by **$7.8 million (6.6%)** for the three months and **$15.3 million (6.7%)** for the six months ended June 30, 2025, compared to the prior year periods[82](index=82&type=chunk) - Restaurant revenue, primarily from food and beverage sales, is the main component and is recognized at the point of sale. Other operating revenue includes income from resort operations, real estate sales, and lodging rentals[82](index=82&type=chunk)[83](index=83&type=chunk) - Deferred revenue, primarily from restaurant gift card sales, was **$13.4 million** as of June 30, 2025, down from **$16.2 million** at December 31, 2024[84](index=84&type=chunk) [Note G — Notes Payable](index=21&type=section&id=Note%20G%20%E2%80%94%20Notes%20Payable) - Total notes payable decreased from **$181.0 million** at December 31, 2024, to **$168.4 million** at June 30, 2025[87](index=87&type=chunk) - **2020 Margin Facility:** Had an outstanding balance of **$101.0 million** at June 30, 2025, incurring interest at **7.65%**. It has **$49.0 million** of unused capacity and an option to increase capacity to **$500.0 million**. The balance is classified as a current liability as it is expected to be repaid upon the closing of the D&B Sale in Q3 2025[90](index=90&type=chunk)[91](index=91&type=chunk) - **FNF Revolver:** Had an outstanding principal of **$47.5 million** at June 30, 2025, with a fixed interest rate of **5.0%** and no available borrowing capacity. The maturity date was extended to November 17, 2030[94](index=94&type=chunk)[95](index=95&type=chunk) | Gross Principal Maturities of Notes Payable (In millions) | | :------------------------ | :---------------- | | 2025 (remaining) | $101.8 | | 2026 | $13.4 | | 2027 | $0.2 | | 2028 | $2.0 | | 2029 | $0.1 | | Thereafter | $51.1 | | **Total** | **$168.6** | [Note H — Commitments and Contingencies](index=22&type=section&id=Note%20H%20%E2%80%94%20Commitments%20and%20Contingencies) - The Company is involved in various pending and threatened legal and regulatory matters, including class action lawsuits, but management does not believe the ultimate resolution will have a material adverse effect on its financial condition, results of operations, or cash flows[96](index=96&type=chunk)[98](index=98&type=chunk) - Unconditional purchase obligations, primarily for the Restaurant Group's food and beverage, totaled **$38.3 million** as of June 30, 2025, with **$24.4 million** due in the remainder of 2025[99](index=99&type=chunk) [Note I — Supplemental Cash Flow Information](index=24&type=section&id=Note%20I%20%E2%80%94%20Supplemental%20Cash%20Flow%20Information) - Cash paid for interest was **$4.0 million** and for income taxes was **$0.2 million** for the six months ended June 30, 2025[101](index=101&type=chunk) - Non-cash investing and financing activities included **$6.8 million equity** in Fulfillment received as consideration in the WD Transaction and a **$12.2 million reduction** of outstanding principal under the FNF Revolver through the exchange of real estate[101](index=101&type=chunk) [Note J — Discontinued Operations](index=24&type=section&id=Note%20J%20%E2%80%94%20Discontinued%20Operations) - Dun & Bradstreet (D&B) was reclassified as a discontinued operation due to its pending sale, resulting in a **$68.1 million impairment** recorded in the six months ended June 30, 2025[102](index=102&type=chunk) - Assets of discontinued operations held for sale (representing the investment in D&B) were **$528.0 million** at June 30, 2025, down from **$691.9 million** at December 31, 2024[103](index=103&type=chunk) - Net loss from discontinued operations (D&B) was **$(11.0) million** for the three months and **$(87.3) million** for the six months ended June 30, 2025[103](index=103&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and future outlook, discussing key factors influencing revenues, expenses, and profitability, as well as liquidity and capital resources. It also highlights critical accounting policies and recent developments [Seasonality and Macroeconomic Conditions](index=26&type=section&id=Seasonality%20and%20Macroeconomic%20Conditions) - The Restaurant Group typically experiences higher average weekly sales and a disproportionate share of earnings in the first half of the year[109](index=109&type=chunk) - Inflationary pressures, particularly on commodity and labor costs, continue to impact the Restaurant Group, leading to menu pricing adjustments to balance cost increases with customer value[110](index=110&type=chunk) - Various macroeconomic factors, including consumer spending, capital market volatility, and inflation, are anticipated to drive uncertainty and instability for the Company in fiscal 2025[111](index=111&type=chunk) [Critical Accounting Policies and Estimates](index=26&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Management continuously monitors investments in unconsolidated affiliates for indications of other-than-temporary declines in fair value below book value[114](index=114&type=chunk) - A **$68.1 million impairment** was recorded for the investment in Dun & Bradstreet in the six months ended June 30, 2025, due to its reclassification as held for sale[116](index=116&type=chunk) - A **$59.1 million impairment** was recorded for the investment in Alight in the six months ended June 30, 2025, due to a sustained decrease in fair market value below book value for over a year[117](index=117&type=chunk) - A **$84.8 million valuation allowance** was recorded on federal and state net operating loss carryforwards and certain deferred taxes in the six months ended June 30, 2025, due to current market and investee-specific conditions impacting the ability to utilize deferred tax assets[119](index=119&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section analyzes the consolidated financial performance and the performance of each reportable segment (Restaurant Group, Alight, Black Knight Football) and the Corporate and Other segment, detailing revenue and expense fluctuations and their impact on net earnings or loss for the three and six months ended June 30, 2025, compared to 2024 [Consolidated Results of Operations](index=28&type=section&id=Consolidated%20Results%20of%20Operations) - Total operating revenues decreased by **$7.8 million (6.6%)** for the three months and **$15.3 million (6.7%)** for the six months ended June 30, 2025, compared to the prior year periods[121](index=121&type=chunk) - Operating loss increased from **$(23.0) million** to **$(60.9) million** for the three months and from **$(63.6) million** to **$(82.3) million** for the six months ended June 30, 2025[121](index=121&type=chunk) - Net loss attributable to common shareholders increased from **$(155.0) million** to **$(238.8) million** for the three months and from **$(244.9) million** to **$(351.8) million** for the six months ended June 30, 2025[121](index=121&type=chunk) - Equity in (losses) earnings of unconsolidated affiliates shifted from **$(14.6) million loss** to **$(95.7) million loss** for the three months and from **$3.0 million earnings** to **$(97.6) million loss** for the six months ended June 30, 2025, primarily due to Alight's goodwill impairment[130](index=130&type=chunk)[135](index=135&type=chunk) [Restaurant Group Segment Analysis](index=30&type=section&id=Restaurant%20Group%20Segment%20Analysis) - Total revenues for the Restaurant Group segment decreased by **$5.7 million (5.3%)** for the three months and **$13.1 million (6.1%)** for the six months ended June 30, 2025, compared to the corresponding prior year periods[137](index=137&type=chunk)[141](index=141&type=chunk) - Comparable store sales for O'Charley's decreased by **12.1%** (three months) and **13.6%** (six months), while 99 Restaurants decreased by **0.1%** (three months) and **0.2%** (six months), primarily due to reduced guest counts[138](index=138&type=chunk)[142](index=142&type=chunk) - Cost of restaurant revenue as a percentage of Restaurant revenue increased to **89.1%** (three months) and **90.4%** (six months) in 2025, up from **85.6%** and **87.0%** in 2024, mainly due to increased spending on beef and poultry[140](index=140&type=chunk)[143](index=143&type=chunk) [Alight Segment Analysis](index=31&type=section&id=Alight%20Segment%20Analysis) - Cannae's equity in Alight's losses was **$(81.7) million** for the three months and **$(83.6) million** for the six months ended June 30, 2025, primarily driven by Alight's goodwill impairment of **$983.0 million**[130](index=130&type=chunk)[135](index=135&type=chunk) - Alight's total revenues were **$528.0 million** (3 months) and **$1,076.0 million** (6 months) in 2025, slightly down from **$538.0 million** and **$1,097.0 million** in 2024[145](index=145&type=chunk) [Black Knight Football Segment Analysis](index=31&type=section&id=Black%20Knight%20Football%20Segment%20Analysis) - Total revenues for Black Knight Football increased by **$11.8 million (23.9%)** for the three months and **$30.4 million (29.8%)** for the six months ended March 31, 2025 (reported with a three-month lag), primarily due to AFC Bournemouth's higher league placement and increased player loan revenue[148](index=148&type=chunk) - Operating loss decreased by **$7.5 million** (three months) and **$21.0 million** (six months) in the periods ended March 31, 2025, compared to the corresponding periods in 2024, driven by increased revenue partially offset by higher player salaries[149](index=149&type=chunk) [Corporate and Other Segment Analysis](index=32&type=section&id=Corporate%20and%20Other%20Segment%20Analysis) - Personnel costs increased by **$17.6 million** for the three months and **$10.5 million** for the six months ended June 30, 2025, primarily due to a **$17.2 million cash payment** and **$8.3 million** in accelerated stock vesting related to executive management transition[151](index=151&type=chunk)[155](index=155&type=chunk) - Other operating expenses increased by **$14.5 million** for the three months ended June 30, 2025, primarily due to accelerated fees incurred with Trasimene related to the MSA Termination Agreement[152](index=152&type=chunk) - Recognized (losses) gains, net for the three months ended June 30, 2025, included a **$(59.1) million Alight impairment**, **$(7.6) million Paysafe fair value adjustments**, and **$(13.2) million Put Right fair value adjustments**[153](index=153&type=chunk) - Recognized (losses) gains, net for the six months ended June 30, 2025, included a **$(59.1) million Alight impairment**, **$15.0 million WD Transaction gain**, **$(11.0) million Paysafe fair value adjustments**, and **$(13.2) million Put Right fair value adjustments**[156](index=156&type=chunk) [Discontinued Operations Analysis](index=33&type=section&id=Discontinued%20Operations%20Analysis) - The financial results of Dun & Bradstreet have been reclassified to discontinued operations due to its pending sale[154](index=154&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the Company had **$66.7 million** in cash and cash equivalents, with **$54.3 million** held by the corporate holding company[158](index=158&type=chunk) - The Company had **$49.0 million** of immediate borrowing capacity under existing credit facilities, with the ability to add an additional **$350.0 million** by amending its 2020 Margin Facility. An additional **$40.0 million** was borrowed under the 2020 Margin Facility after June 30, 2025[158](index=158&type=chunk)[159](index=159&type=chunk) - Due to its unconsolidated holdings, the Company expects to generate a material portion of its cash inflow from investing activities (e.g., distributions from unconsolidated affiliates, sales of investment securities) rather than regular positive operating cash flows[162](index=162&type=chunk) - Cash used in operating activities decreased by **$33.7 million** to **$(12.5) million** for the six months ended June 30, 2025, primarily due to tax refunds received and lower operating expenses[163](index=163&type=chunk) - Cash provided by investing activities decreased by **$175.0 million** to **$77.5 million** for the six months ended June 30, 2025, mainly due to **$208.0 million less proceeds** from sales of Dayforce shares[164](index=164&type=chunk) - Cash used in financing activities decreased by **$137.0 million** to **$(129.8) million** for the six months ended June 30, 2025, primarily due to reduced treasury stock repurchases and a prior year debt repayment, partially offset by increased dividends paid[165](index=165&type=chunk) | Obligation | 2025 (remaining) | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | | :------------------------------ | :--------------- | :----- | :----- | :----- | :----- | :--------- | :------ | | Operating lease payments | $12.3 | $24.3 | $22.6 | $20.6 | $17.6 | $111.0 | $208.4 | | Unconditional purchase obligations | $24.4 | $7.7 | $4.1 | $2.1 | $0.0 | $0.0 | $38.3 | | Notes payable | $101.8 | $13.4 | $0.2 | $2.0 | $0.1 | $51.1 | $168.6 | | Fees payable to Manager | $9.4 | $17.0 | $0.0 | $0.0 | $0.0 | $0.0 | $26.4 | | Restaurant Group financing obligations | $0.2 | $0.4 | $0.4 | $0.3 | $0.3 | $0.0 | $1.6 | | **Total** | **$148.1** | **$62.8** | **$27.3** | **$25.0** | **$18.0** | **$162.1** | **$443.3** | - **2022 Repurchase Program:** Completed, with **10.0 million shares** repurchased for approximately **$193.1 million**[172](index=172&type=chunk) - **2023 Repurchase Program:** As of June 30, 2025, **3,492,076 shares** were repurchased for approximately **$69.4 million**, with **6,507,924 shares** remaining available[174](index=174&type=chunk) - **2025 Repurchase Program:** Authorized for up to **10.0 million shares**, with no purchases made as of June 30, 2025[175](index=175&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) This section states that there have been no material changes in the market risks from those described in the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes in market risks were identified during the three months ended June 30, 2025, compared to the disclosures in the Annual Report on Form 10-K for the year ended December 31, 2024[176](index=176&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=36&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[178](index=178&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting during the quarter ended June 30, 2025[179](index=179&type=chunk) [Part II: OTHER INFORMATION](index=37&type=section&id=Part%20II%3A%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note H of the Condensed Consolidated Financial Statements for a comprehensive discussion of legal proceedings - Discussion of legal proceedings is incorporated by reference from Note H - Commitments and Contingencies to the Condensed Consolidated Financial Statements[180](index=180&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section incorporates by reference the risk factors from the Annual Report on Form 10-K and highlights an additional risk related to a proxy contest - The risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, are incorporated by reference[181](index=181&type=chunk) - An additional risk identified is that the Company is currently the subject of a proxy contest, which could distract management, disrupt operations, result in incremental costs, and adversely affect its results of operations, financial condition, and stock price[182](index=182&type=chunk)[184](index=184&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides a table summarizing the repurchases of equity securities under authorized programs during the three months ended June 30, 2025 | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (as of last day of month) | | :-------------------- | :----------------------------- | :--------------------------- | :-------------------------------------------------------------------------- | :---------------------------------------------------------------------------------------------------- | | 4/1/2025 - 4/30/2025 | 0 | $0.00 | 0 | 22,295,463 | | 5/1/2025 - 5/31/2025 | 2,280,481 | $18.33 | 2,280,481 | 20,014,982 | | 6/1/2025 - 6/30/2025 | 3,507,058 | $19.87 | 3,507,058 | 16,507,924 | | **Total** | **5,787,539** | **$19.26** | **5,787,539** | | - The Company has three active stock repurchase programs (2022, 2023, and 2025 Repurchase Programs), each authorizing the repurchase of up to **10.0 million shares** of common stock[192](index=192&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reported period - There were no defaults upon senior securities during the three months ended June 30, 2025[189](index=189&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that the disclosure requirement for mine safety is not applicable to the Company - The disclosure requirement for mine safety is not applicable to the Company[190](index=190&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) This section reports that no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[191](index=191&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section provides a list of exhibits filed with the Quarterly Report, including various agreements, certifications, and XBRL documents - Management Services Agreement Termination Agreement (effective May 12, 2025) - Director Services Agreement between Cannae Holdings, Inc. and William P. Foley II (effective May 12, 2025) - Certifications of Principal Executive Officer and Chief Financial Officer pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 - Inline XBRL Instance Document and related Taxonomy Extension Documents[195](index=195&type=chunk)

[Report Overview](index=2&type=section&id=Report%20Overview) This section provides an overview of forward-looking statements, associated risks, and important additional information regarding participant disclosures [Forward-Looking Statements and Risk Factors](index=2&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) This report contains forward-looking statements, with actual results potentially differing significantly from expectations due to uncertainties like transaction completion, debt repayment, capital allocation, macroeconomic conditions, and competition - Forward-looking statements are based on management's beliefs and assumptions, and actual results may differ materially from projections[3](index=3&type=chunk) - Risks and uncertainties include the termination or inability to complete D&B and JANA transactions, debt repayment, capital allocation strategies, changes in macroeconomic conditions, competition, and proxy contests[4](index=4&type=chunk) [Important Additional Information and Participants in Solicitation](index=3&type=section&id=Important%20Additional%20Information%20and%20Participants%20in%20Solicitation) Cannae plans to file a proxy statement for its 2025 Annual Meeting of Shareholders, encouraging careful review, with director and officer holdings disclosed in SEC filings as solicitation participants - Cannae will file a Schedule 14A proxy statement, encouraging shareholders to read it carefully for important information, available on the SEC website and company's official website[6](index=6&type=chunk) - Company directors and officers are considered 'participants' in the 2025 Annual Meeting proxy solicitation, with their interests in Cannae disclosed in 2024 proxy statements, Form 10-K/A, and Form 10-K SEC filings[7](index=7&type=chunk) [Shareholder Letter and Strategic Highlights](index=4&type=section&id=Shareholder%20Letter%20and%20Strategic%20Highlights) This section highlights Cannae's shareholder returns, strategic updates on key investments like Dun & Bradstreet, Black Knight Football, Alight, and JANA Partners [Cannae Holdings, Inc. (General Highlights)](index=4&type=section&id=Cannae%20Holdings%2C%20Inc.%20%28General%20Highlights%29) Cannae returned **$149 million** to shareholders through buybacks and increased dividends by **25%** in Q2 and through August 8, 2025, narrowing its stock discount to NAV and appointing new independent directors Cannae Holdings, Inc. Shareholder Returns and Market Performance | Metric | Q2 2025 & YTD August 8 | Change/Status | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Shares Repurchased | **7.6 million shares** | Approx. **11.9%** of outstanding shares | | Repurchase Amount | **$149 million** | | | Dividend Growth | **25%** | **$0.15 per share** (payable Sep 30, 2025) | | Total Shareholder Returns Since May 2021 | **$887 million** | Repurchased **43%** of outstanding shares, paid **$38 million** in quarterly dividends | | Stock Discount to NAV (August 8, 2025) | **26.6%** | Near three-year low, significantly down from nearly **40%** at start of 2025 | - Cannae appointed two independent directors with extensive investment and governance experience[13](index=13&type=chunk) - To fund share repurchases, Cannae borrowed an additional **$40 million** on its margin loan, expected to be repaid upon completion of the Dun & Bradstreet transaction[13](index=13&type=chunk) [Dun & Bradstreet (D&B) Update](index=4&type=section&id=Dun%20%26%20Bradstreet%20%28D%26B%29%20Update) The sale of Dun & Bradstreet, Cannae's largest asset, is expected to close in Q3 2025, generating **$630 million** in cash proceeds primarily for share repurchases, margin loan repayment, and future quarterly dividends - The sale of Dun & Bradstreet, Cannae's largest asset, is expected to close in the **third quarter of 2025**[13](index=13&type=chunk) D&B Transaction Proceeds and Allocation | Item | Amount | | :-------------------------------- | :-------------------------------- | | Total Cash Proceeds | **$630 million** | | Pre-transaction sale of **10 million DNB shares** | **$90 million** | | Cash at Closing | **$540 million** | | **Expected Use of Proceeds ($501 million):** | | | Share Repurchases | At least **$300 million** | | Repayment of Existing Margin Loan | **$141 million** | | Reserved for Future Quarterly Dividends | **$60 million** | [Black Knight Football (BKFC) Update](index=4&type=section&id=Black%20Knight%20Football%20%28BKFC%29%20Update) Black Knight Football completed **$130 million** in financing, with AFC Bournemouth achieving a record Premier League finish, double-digit revenue growth, and significant player transfer profits, while FC Lorient was promoted to Ligue 1 and Hibernian FC qualified for European competition - BKFC completed **$130 million** in financing, with Cannae investing **$50 million**[13](index=13&type=chunk) - AFC Bournemouth (AFCB) achieved a club-record **9th place** finish in the 2024-25 Premier League season with **56 points**, and double-digit revenue growth in fiscal year 2025[13](index=13&type=chunk) - AFCB generated nearly **$120 million** in transfer fees from the sales of Dean Huijsen and Milos Kerkez, realizing **$81 million** in profit after initial purchase prices[13](index=13&type=chunk) - FC Lorient successfully promoted back to Ligue 1, finishing **first** in Ligue 2 with **71 points**[13](index=13&type=chunk) - Hibernian FC finished **third** in the 2024/2025 Scottish Premiership, their best result since the 2020/21 season, qualifying for European competition[13](index=13&type=chunk) - Black Knight Football acquired a majority stake in Moreirense FC, a Portuguese Primeira Liga club known for developing world-class players and attracting South American talent, crucial for BKFC's player development pathway[14](index=14&type=chunk) [Alight Update](index=5&type=section&id=Alight%20Update) Alight's Q2 2025 revenue decreased by **1.9%** year-over-year, but adjusted EBITDA grew **21%** with a **460 basis point** margin expansion, while free cash flow significantly improved despite a large net loss due to goodwill impairment Alight Q2 2025 Financial Highlights (Year-over-Year) | Metric | Q2 2025 | Q2 2024 | Change | Change Rate | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | **$528 million** | **$538 million** | **-$10 million** | **-1.9%** | | Net Loss from Continuing Operations | **$1.073 billion** | | | | | *Includes Goodwill Impairment* | ***$983 million*** | | | | | Adjusted EBITDA | **$127 million** | **$105 million** | **+$22 million** | **+21%** | | Adjusted EBITDA Margin | **24.1%** | **19.5%** | **+460 basis points** | | | Free Cash Flow (H1 2025) | **$102 million** | **$26 million** | **+$76 million** | **+292%** | - Alight repurchased **$20 million** of common stock this quarter, with **$241 million** remaining under its share repurchase authorization[19](index=19&type=chunk) [JANA Partners Update](index=5&type=section&id=JANA%20Partners%20Update) Cannae expects to complete the acquisition of JANA's remaining equity in Q3 2025, involving a **$67.5 million** cash payment, increasing its total stake to **50%**, and a **$30 million** capital injection into JANA funds - The acquisition of the remaining equity in JANA is expected to close in the **third quarter of 2025**[19](index=19&type=chunk) - Upon closing, Cannae will pay **$67.5 million** in cash, acquire an additional **30%** ownership (totaling **50%**), and inject **$30 million** into JANA funds[19](index=19&type=chunk) [Detailed Portfolio Updates](index=6&type=section&id=Detailed%20Portfolio%20Updates) This section provides in-depth updates on Cannae's key portfolio companies, including Alight and Black Knight Football, detailing their financial performance, strategic initiatives, and market positions [Alight, Inc. (Detailed)](index=6&type=section&id=Alight%2C%20Inc.%20%28Detailed%29) Alight, a leading cloud-based human capital technology provider, saw Q2 revenue slightly decline but adjusted EBITDA and free cash flow significantly improve, despite a net loss from goodwill impairment, while securing new clients and reaffirming its adjusted EBITDA and free cash flow guidance - Alight is a global leader in cloud-based human capital technology and services, serving numerous large organizations and **35 million people**[20](index=20&type=chunk) Alight Q2 2025 Financial Performance (Unaudited, in millions USD) | Metric | June 30, 2025 | June 30, 2024 | Change | Change Rate | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total Revenue | **528.0** | **538.0** | **-10.0** | **-1.9%** | | Net Loss from Continuing Operations | **(1,073.0)** | **(4.0)** | **(1,069.0)** | **-26725%** | | *Goodwill Impairment* | ***983.0*** | | | | | Adjusted EBITDA from Continuing Operations | **127.0** | **105.0** | **+22.0** | **+21.0%** | | Adjusted EBITDA Margin | **24.1%** | **19.5%** | **+460 basis points** | | | Free Cash Flow (H1 2025) | **102.0** | **26.0** | **+76.0** | **+292.3%** | - New or expanded client relationships were secured this quarter with Thermo Fisher Scientific, Highmark Health, Reinsurance Group of America, and Trinity Industries[24](index=24&type=chunk) Alight Contracted Revenue | Year | Amount (billions USD) | Percentage of Projected Revenue | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | 2025 | **2.2** | **95%** | | 2026 | **1.7** | | | 2027 | **1.2** | | - A new partnership with Goldman Sachs Asset Management was announced to enhance Alight's wealth solutions offerings[25](index=25&type=chunk) - Alight repurchased **$20 million** in stock this quarter, with **$241 million** remaining under its repurchase authorization as of quarter-end; in July 2025, Alight's Board declared a **$0.04 per share** quarterly dividend[26](index=26&type=chunk) Alight 2025 Guidance Update | Metric | New Guidance | Status | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | **$2.28 billion to $2.33 billion** | Lowered | | Adjusted EBITDA | **$620 million to $645 million** | Reaffirmed | | Free Cash Flow | **$250 million to $285 million** | Reaffirmed | - Cannae holds **40.5 million shares** of Alight Class A common stock, representing approximately **8%** of Alight's outstanding shares, with a total value of approximately **$154 million** as of August 8, 2025[27](index=27&type=chunk) [Black Knight Football (Detailed)](index=7&type=section&id=Black%20Knight%20Football%20%28Detailed%29) Black Knight Football (BKFC) is building a global network of football clubs to achieve operational synergies, accelerate player development, and enhance financial performance, expanding its global footprint with the acquisition of a majority stake in Moreirense FC - Black Knight Football Club (BKFC) is dedicated to building a global network of world-class football clubs, players, and real estate assets to achieve operational synergies, accelerate player development, and enhance financial performance[28](index=28&type=chunk) - As of August 8, 2025, Cannae has invested or committed to invest **$249 million** in Black Knight Football, representing approximately a **44%** ownership interest[36](index=36&type=chunk) [Black Knight Football Club (Overall)](index=7&type=section&id=Black%20Knight%20Football%20Club%20%28Overall%29) BKFC acquired a majority stake in Moreirense FC, entering Portugal's top league to leverage its talent development, and also purchased AFC Bournemouth's Vitality Stadium for future expansion and fan experience improvements - BKFC acquired a majority stake in Moreirense FC, a Portuguese Primeira Liga club, entering Europe's seventh-largest league known for developing elite talent and world-class players[29](index=29&type=chunk) - Portugal is an ideal destination for South American players, especially Brazilians, to adapt to European play due to language advantages and no restrictions on non-EU players[29](index=29&type=chunk) - BKFC acquired AFC Bournemouth's home ground, Vitality Stadium, creating conditions for future stadium expansion and enhanced fan experience[30](index=30&type=chunk) [AFC Bournemouth](index=7&type=section&id=AFC%20Bournemouth) AFC Bournemouth achieved a club-record **9th place** finish in the 2024/25 Premier League, with a **$630 million** valuation, double-digit revenue growth, and **$81 million** profit from player transfers - AFC Bournemouth achieved a club-record **9th place** finish in the 2024/25 Premier League with **56 points**, and matched its best FA Cup performance by reaching the quarter-finals[31](index=31&type=chunk) - The club debuted on Sportico's list of the **50 most valuable football clubs globally**, ranking **48th** with a **$630 million** valuation and **$203 million** in revenue for fiscal year 2023/24[32](index=32&type=chunk) - Total revenue for the 2024/25 season achieved double-digit growth for the second consecutive year[32](index=32&type=chunk) - Generated nearly **$120 million** in transfer fees from the sales of Dean Huijsen and Milos Kerkez, realizing **$81 million** in profit after initial purchase prices[33](index=33&type=chunk) [FC Lorient](index=7&type=section&id=FC%20Lorient) FC Lorient secured promotion back to Ligue 1, finishing **first** in Ligue 2 with **71 points** after a strong performance in the latter half of the season - FC Lorient successfully promoted back to Ligue 1, finishing **first** in Ligue 2 with **71 points**[34](index=34&type=chunk) [Hibernian FC (Hibs)](index=7&type=section&id=Hibernian%20FC%20%28Hibs%29) Hibernian FC achieved its best Scottish Premiership finish since 2020/21, securing **third place** in the 2024/25 season and qualifying for the Europa League qualifiers - Hibernian FC finished **third** in the 2024/25 Scottish Premiership, their best result since the 2020/21 season, qualifying for the Europa League qualifiers[35](index=35&type=chunk) - From mid-December to season-end, the club lost only **3** of **25** matches across all competitions, winning **16** and remaining unbeaten in **22**[35](index=35&type=chunk) [Financial Statements](index=9&type=section&id=Financial%20Statements) This section presents Cannae's financial performance through its Second Quarter and Year-to-Date Statements of Operations and Balance Sheets, detailing net losses, expenses, assets, and liabilities [Second Quarter Statements of Operations](index=9&type=section&id=Second%20Quarter%20Statements%20of%20Operations) For the three months ended June 30, 2025, Cannae's net loss attributable to common stockholders significantly widened to **$238.8 million** from **$155 million** year-over-year, driven by increased personnel costs, other operating expenses, and a substantial rise in losses from unconsolidated affiliates Second Quarter Statements of Operations (in millions USD, except per share data) | Metric | Q2 2025 | Q2 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total Operating Revenue | **110.2** | **118.0** | **(7.8)** | | Total Operating Expenses | **171.1** | **141.0** | **30.1** | | Operating Loss | **(60.9)** | **(23.0)** | **(37.9)** | | Net Loss Recognized | **(76.2)** | **(145.9)** | **69.7** | | Equity in (Losses) Earnings of Unconsolidated Affiliates | **(95.7)** | **(14.6)** | **(81.1)** | | Net Loss from Continuing Operations | **(229.5)** | **(148.9)** | **(80.6)** | | Net Loss Attributable to Cannae Holdings, Inc. Common Stockholders | **(238.8)** | **(155.0)** | **(83.8)** | | Net Loss Per Share (Basic) | **(3.93)** | **(2.49)** | **(1.44)** | | Weighted Average Shares Outstanding (Basic) | **60.8** | **62.2** | **(1.4)** | [Year-to-Date Statements of Operations](index=10&type=section&id=Year-to-Date%20Statements%20of%20Operations) For the six months ended June 30, 2025, Cannae's net loss attributable to common stockholders expanded to **$351.8 million** from **$244.9 million** year-over-year, primarily due to increased personnel costs, wider operating losses, and a shift from earnings to losses in unconsolidated affiliates Year-to-Date Statements of Operations (in millions USD, except per share data) | Metric | H1 2025 | H1 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total Operating Revenue | **213.4** | **228.7** | **(15.3)** | | Total Operating Expenses | **295.7** | **292.3** | **3.4** | | Operating Loss | **(82.3)** | **(63.6)** | **(18.7)** | | Net Loss Recognized | **(69.0)** | **(141.0)** | **72.0** | | Equity in (Losses) Earnings of Unconsolidated Affiliates | **(97.6)** | **3.0** | **(100.6)** | | Net Loss from Continuing Operations | **(268.2)** | **(224.0)** | **(44.2)** | | Net Loss from Discontinued Operations (Net of Tax) | **(87.3)** | **(22.8)** | **(64.5)** | | Net Loss Attributable to Cannae Holdings, Inc. Common Stockholders | **(351.8)** | **(244.9)** | **(106.9)** | | Net Loss Per Share (Basic) | **(5.72)** | **(3.68)** | **(2.04)** | | Weighted Average Shares Outstanding (Basic) | **61.5** | **66.5** | **(5.0)** | [Balance Sheets](index=11&type=section&id=Balance%20Sheets) As of June 30, 2025, total assets decreased to **$1.7858 billion** from **$2.2289 billion** at December 31, 2024, primarily due to reduced cash, investments in unconsolidated affiliates, and reclassification of assets held for sale, while total liabilities slightly increased and total equity significantly declined Balance Sheet Highlights (in millions USD) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Cash and Cash Equivalents | **66.7** | **131.5** | **(64.8)** | | Assets of Discontinued Operations Held for Sale | **528.0** | — | **528.0** | | Investments in Unconsolidated Affiliates | **629.9** | **764.9** | **(135.0)** | | Total Assets | **1,785.8** | **2,228.9** | **(443.1)** | | Total Current Liabilities | **224.5** | **146.5** | **78.0** | | Notes Payable (Current) | **106.7** | **61.0** | **45.7** | | Total Liabilities | **429.1** | **413.6** | **15.5** | | Retained Earnings | **200.1** | **567.1** | **(367.0)** | | Treasury Stock | **(838.6)** | **(724.7)** | **(113.9)** | | Total Equity | **1,356.7** | **1,815.3** | **(458.6)** | [Non-GAAP Financial Information and Reconciliations](index=12&type=section&id=Non-GAAP%20Financial%20Information%20and%20Reconciliations) This section explains the use of non-GAAP financial measures and provides detailed reconciliations for Alight's adjusted EBITDA and free cash flow, offering supplementary insights into core operational performance [Use of Non-GAAP Financial Information](index=12&type=section&id=Use%20of%20Non-GAAP%20Financial%20Information) Cannae provides non-GAAP financial metrics like adjusted EBITDA, contracted revenue, and free cash flow to offer investors and rating agencies supplementary information for comparing period-over-period performance and evaluating core operational results - The company provides non-GAAP financial measures such as adjusted EBITDA, contracted revenue, and free cash flow to offer useful supplementary information, assisting investors and rating agencies in evaluating affiliate performance, operational trends, and period-over-period results[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [Alight Non-GAAP Reconciliations](index=12&type=section&id=Alight%20Non-GAAP%20Reconciliations) This section defines and reconciles Alight's key non-GAAP metrics, including adjusted EBITDA, which excludes non-cash and non-recurring operational impacts, and free cash flow, which measures cash generated from operations less capital expenditures - Cannae accounts for its investment in Alight using the equity method, recognizing its proportionate share of Alight's net earnings or losses in its consolidated operating results[44](index=44&type=chunk) [Adjusted EBITDA Reconciliation](index=13&type=section&id=Adjusted%20EBITDA%20Reconciliation) Alight's adjusted EBITDA from continuing operations significantly improved to **$127 million** in Q2 2025 from **$105 million** in Q2 2024, despite a net loss of **$1.073 billion** from continuing operations, including **$983 million** in goodwill impairment Alight Net Loss from Continuing Operations to Adjusted EBITDA Reconciliation (in millions USD) | Metric | Q2 2025 | Q2 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net Loss from Continuing Operations | **(1,073.0)** | **(4.0)** | | EBITDA from Continuing Operations | **(954.0)** | **130.0** | | Adjusted EBITDA from Continuing Operations | **127.0** | **105.0** | | Revenue | **528.0** | **538.0** | | Adjusted EBITDA Margin from Continuing Operations | **24.1%** | **19.5%** | - The Q2 2025 net loss included a **$983 million** non-cash goodwill impairment charge related to the company's Health Solutions reporting unit[47](index=47&type=chunk) [Free Cash Flow Reconciliation](index=13&type=section&id=Free%20Cash%20Flow%20Reconciliation) Alight's free cash flow from continuing operations significantly increased to **$102 million** for the six months ended June 30, 2025, compared to **$26 million** in the prior year period, primarily driven by a substantial rise in cash provided by operating activities Alight Cash Flow from Continuing Operations to Free Cash Flow Reconciliation (in millions USD) | Metric | H1 2025 | H1 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Cash Provided by Operating Activities from Continuing Operations | **159.0** | **93.0** | | Capital Expenditures | **(57.0)** | **(67.0)** | | Free Cash Flow | **102.0** | **26.0** | [Corporate Information](index=14&type=section&id=Corporate%20Information) This section provides essential corporate details for Cannae Holdings, Inc., including its management team, board of directors, earnings call information, auditors, transfer agent, investor relations contacts, and NYSE listing [Corporate Information Details](index=14&type=section&id=Corporate%20Information%20Details) This section provides key corporate information for Cannae Holdings, Inc., including its management team, board members, Q2 2025 earnings call details, independent auditor, transfer agent, investor relations contacts, and NYSE stock listing - Management team members include Ryan R. Caswell (Chief Executive Officer), Bryan D. Coy (Chief Financial Officer), Peter T. Sadowski (Chief Legal Officer), Michael L. Gravelle (General Counsel and Corporate Secretary), and Brett A. Correia (Chief Accounting Officer)[50](index=50&type=chunk) - The Q2 2025 earnings conference call is scheduled for August 11, 2025, at 5:00 PM ET, with domestic and international dial-in numbers and a webcast replay available[50](index=50&type=chunk)[51](index=51&type=chunk) - Board of Directors members include Douglas K. Ammerman (Chairman) and William P. Foley, II (Vice Chairman)[52](index=52&type=chunk)[53](index=53&type=chunk) - The company's common stock is listed on the New York Stock Exchange under the ticker symbol **CNNE**[53](index=53&type=chunk) - Independent auditor is Grant Thornton LLP, and the transfer agent is Continental Stock Transfer & Trust[54](index=54&type=chunk) - Investor Relations contact is Jamie Lillis of Solebury Strategic Communications[56](index=56&type=chunk)

Core Viewpoint - Carronade Capital Management, a significant shareholder of Cannae Holdings, is urging the company's executive team to address transparency and governance issues during the upcoming earnings call, highlighting a need for accountability and shareholder engagement [1][2][3]. Shareholder Concerns - Carronade Capital expresses disappointment over Cannae's lack of transparency and responsiveness, noting that the company's total shareholder return (TSR) has improved since their engagement, but governance issues remain unaddressed [2]. - The absolute TSR from inception was -5%, and the relative TSR was -156% prior to Carronade's engagement, which has since improved to +18% and +16%, respectively [2]. Governance Issues - The Board of Directors is criticized for taking steps to entrench itself, including generous compensation packages and delaying the 2025 Annual Meeting of Shareholders [2][6]. - Carronade Capital is advocating for shareholder representation on the Board and has nominated four independent candidates for election [3]. Key Questions for Cannae - Carronade Capital has posed several questions for Cannae's management to address, including the timeline for the 2025 Annual Meeting, the justification for delays, and the plan for returning proceeds from the Dun & Bradstreet sale [6]. - Specific inquiries include how much of the $300 million committed for share repurchases will be returned to non-insider shareholders and whether a premium will be offered in a tender offer [6]. Company Background - Carronade Capital Management is a multi-strategy investment firm with approximately $2.5 billion in assets under management, focusing on process-driven investments in catalyst-rich situations [5].

Core Viewpoint - Carronade Capital is urging Cannae Holdings to promptly announce the date for its 2025 Annual Meeting, highlighting concerns over the Board's governance and accountability due to the delay in scheduling the meeting [2][3]. Group 1: Board Governance and Accountability - The delay in holding the 2025 Annual Meeting raises doubts about the Board's claims of significant governance advancements, suggesting a potential attempt to evade accountability and entrench the current Board [2][3]. - Carronade Capital believes that the Board's decision to reincorporate from Delaware to Nevada has not been well-received by proxy advisory firms, further indicating a disregard for accepted corporate governance principles [3]. Group 2: Capital Return Plan - Carronade Capital is calling for greater clarity on Cannae's plan to return capital to shareholders following the sale of Dun & Bradstreet, emphasizing the need for any share buyback to be executed on favorable terms [4]. - The firm remains committed to driving shareholder value and seeks representation on the Board at the upcoming Annual Meeting, nominating four independent candidates [4]. Group 3: Shareholder Engagement - Carronade Capital beneficially owns approximately 3.2 million shares of Cannae Holdings, making it one of the top shareholders, and is actively seeking to influence the Board's direction [2][11]. - The firm has filed a preliminary proxy statement to solicit votes for its director nominees at the 2025 Annual Meeting, indicating a proactive approach to shareholder engagement [11].

Financial Performance - Cannae Holdings, Inc. reported a quarterly loss of $0.59 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.56, representing an earnings surprise of -5.36% [1] - The company posted revenues of $103.2 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 3.73%, and down from $110.7 million a year ago [2] - Over the last four quarters, Cannae has surpassed consensus EPS estimates two times and topped consensus revenue estimates three times [2] Stock Performance - Cannae shares have declined approximately 7.4% since the beginning of the year, compared to a decline of -3.8% for the S&P 500 [3] - The current consensus EPS estimate for the upcoming quarter is -$0.35 on revenues of $115.3 million, and for the current fiscal year, it is -$1.18 on revenues of $445.5 million [7] Industry Outlook - The Financial - Investment Management industry, to which Cannae belongs, is currently ranked in the bottom 14% of over 250 Zacks industries, indicating potential challenges ahead [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Cannae's stock performance [5]

Financial Data and Key Metrics Changes - Cannae's total operating revenue for Q1 2025 was $103 million, a 7% decrease from the prior year due to lower restaurant revenue [22] - The company reported net recognized gains of $7 million in Q1 2025 compared to $5 million in the prior year, including non-cash fair value losses on Paysafe and Rapid7 [25] - Cannae's equity in earnings and losses of unconsolidated affiliates posted a $2 million net loss in Q1 2025 compared to an $18 million gain in the prior year [26] Business Line Data and Key Metrics Changes - CNB reported revenue of $580 million, representing 3.6% constant currency organic growth compared to the prior year's first quarter, with adjusted EBITDA of $211 million, exceeding consensus expectations [12] - Alight reported total revenue of $548 million for Q1 2025, a 2% decrease from the prior year, but adjusted EBITDA increased by $2 million to $118 million, also ahead of consensus estimates [13] - The Restaurant Group's operating expenses were $125 million in Q1 2025, down $27 million from the prior year, reflecting a focus on cost reduction [23] Market Data and Key Metrics Changes - Cannae's largest public investment, Dun and Bradstreet, is set to be acquired for $4.1 billion, from which Cannae expects to receive $632 million in proceeds [7] - The company anticipates utilizing approximately $730 million from public portfolio sales for shareholder returns and debt repayment [9] Company Strategy and Development Direction - Cannae aims to rebalance its portfolio away from public investments and focus on attractive companies with positive cash flows, return capital to shareholders, and improve operational performance [7] - The company has expanded its strategic relationship with JANNA Partners, acquiring an additional 30% stake to enhance capital allocation towards proprietary acquisitions [10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the embedded value in Cannae's portfolio and the potential for stock price appreciation as the strategic plan is executed [49] - The company is committed to returning a significant amount of capital to shareholders through share repurchases and dividends following the DNB transaction [8] Other Important Information - Cannae appointed Bill Royan and Woody Tyler to its board, both bringing extensive experience in investment management [11] - The acquisition of Vitality Stadium is seen as a financially attractive redevelopment opportunity for the club, with expected mid-teens returns [43] Q&A Session Summary Question: Can you discuss the revenue and earnings profile of JANNA Partners and its assets under management? - Management indicated that JANNA Partners has over $2 billion in assets under management and is performing well financially [31] Question: Are there plans to increase ownership in JANNA Partners? - Currently, there are no plans to increase ownership percentage as the existing structure is deemed effective [34] Question: Can you elaborate on the Vitality Stadium acquisition? - Management believes the redevelopment of the stadium is financially compelling, with expected mid-teens returns on investment [43] Question: How does Cannae plan to deploy incremental capital for M&A? - In the short term, the focus will be on returning capital to shareholders, but there will be opportunistic investments in attractive businesses [46]

Financial Data and Key Metrics Changes - Cannae's total operating revenue for Q1 2025 was $103 million, a 7% decrease from the prior year due to lower restaurant revenue [22] - The company reported net recognized gains of $7 million in Q1 2025 compared to $5 million in the prior year [25] - Cannae's equity in earnings and losses of unconsolidated affiliates posted a $2 million net loss in Q1 2025, compared to an $18 million gain in the prior year [26] Business Line Data and Key Metrics Changes - CNB reported revenue of $580 million, representing 3.6% constant currency organic growth compared to the prior year's first quarter [12] - Alight reported total revenue from continuing operations of $548 million for Q1 2025, a 2% decrease from the prior year [13] - Adjusted EBITDA for Alight was $118 million, a $2 million increase compared to the prior year, with management affirming guidance for full-year 2025 [13] Market Data and Key Metrics Changes - Cannae's largest public investment, Dun and Bradstreet, is set to be acquired for $4.1 billion, with Cannae expected to receive $632 million in proceeds [7][8] - The company has sold approximately $1.1 billion of public portfolio stakes since the beginning of 2024, expecting to utilize around $730 million for shareholder returns and debt repayment [9] Company Strategy and Development Direction - Cannae aims to rebalance its portfolio away from public investments and focus on attractive companies with positive cash flows [7] - The company is committed to returning capital to shareholders and improving operational performance of its portfolio companies [7] - Cannae has expanded its strategic relationship with JANNA Partners, acquiring an additional 30% stake to enhance capital allocation towards proprietary acquisitions [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the embedded value in Cannae's portfolio and the potential for stock price appreciation as the strategic plan is executed [48] - The company is focused on returning significant capital to shareholders while remaining open to opportunistic investments [45] Other Important Information - Cannae appointed Bill Royan and Woody Tyler to its board, both bringing strong investment management experience [11] - The acquisition of Vitality Stadium is seen as an attractive investment opportunity, with expected mid-teens returns [41] Q&A Session Summary Question: Can you discuss the revenue and earnings profile of JANNA Partners? - Management indicated that JANNA has significantly higher assets under management (AUM) than initially invested, exceeding $2 billion, and is performing well financially [30] Question: Are there plans to increase ownership in JANNA Partners? - Currently, there are no plans to increase ownership percentage as the existing structure is deemed effective [33] Question: Can you elaborate on the Vitality Stadium acquisition? - Management believes the redevelopment of the stadium is financially compelling, with expected mid-teens returns on investment [41] Question: How does Cannae plan to deploy incremental capital for M&A? - In the short term, the focus will be on returning capital to shareholders, but the company remains open to attractive investment opportunities [45]

Financial Data and Key Metrics Changes - Cannae's total operating revenue for Q1 2025 was $103 million, a 7% decrease from the prior year due to lower restaurant revenue [23] - The company reported net recognized gains of $7 million in Q1 2025, compared to $5 million in the prior year [27] - Cannae's equity in earnings and losses of unconsolidated affiliates posted a $2 million net loss in Q1 2025, compared to an $18 million gain in the prior year [28] Business Line Data and Key Metrics Changes - CNB reported revenue of $580 million, representing 3.6% constant currency organic growth compared to the prior year's first quarter [13] - Alight reported total revenue from continuing operations of $548 million for Q1 2025, a 2% decrease from the prior year [14] - Adjusted EBITDA for Alight was $118 million, a $2 million increase compared to the prior year [14] Market Data and Key Metrics Changes - Cannae's largest public investment, Dun and Bradstreet, is being acquired for $4.1 billion, from which Cannae will receive $632 million upon closing [7][9] - The company expects to utilize approximately $730 million from public portfolio sales for shareholder returns and debt repayment [10] Company Strategy and Development Direction - Cannae is focused on rebalancing its portfolio away from public investments and investing in companies with positive cash flows [7] - The company aims to return capital to shareholders and improve operational performance of its portfolio companies [7] - Cannae announced an agreement to acquire an additional 30% stake in JANNA Partners for $67.5 million, enhancing its ability to allocate capital towards proprietary acquisitions [10][11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the strategic relationship with JANNA Partners and the potential for future investments [32] - The company believes there remains significant embedded value in its portfolio and upside in stock price as it executes its strategic plan [50] Other Important Information - Cannae appointed Bill Royan and Woody Tyler to its board, both bringing strong investment management experience [12] - The company is undergoing significant changes in its Restaurant Group, including management restructuring and cost-cutting measures [26] Q&A Session Summary Question: Can you discuss the revenue and earnings profile of JANNA Partners? - Management indicated that JANNA has significantly higher assets under management than initially invested, exceeding $2 billion, and is performing well financially [31][32] Question: Are there plans to increase ownership in JANNA Partners? - Currently, there are no plans to increase ownership percentage as the existing structure is deemed effective [35] Question: Can you elaborate on the Vitality Stadium acquisition? - Management believes the redevelopment of the stadium is financially attractive, projecting mid-teens returns on the investment [42][43] Question: How does Cannae plan to deploy incremental capital for M&A? - In the short term, the focus will be on returning capital to shareholders, but the company remains open to opportunistic investments that can deliver attractive returns [46][47]

Financial Performance - Total operating revenues for the three months ended March 31, 2025, were $103.2 million, a decrease of 6.4% from $110.7 million in the same period of 2024[111]. - Restaurant revenue decreased to $99.1 million in Q1 2025 from $106.5 million in Q1 2024, reflecting a decline of 6.9%[111]. - Operating loss for the three months ended March 31, 2025, was $21.4 million, an improvement from a loss of $40.6 million in the same period of 2024, representing a reduction of 47.3%[111]. - Net loss attributable to Cannae Holdings, Inc. common shareholders was $113.0 million for Q1 2025, compared to a net loss of $89.9 million in Q1 2024, indicating an increase of 25.7%[111]. - Alight's total revenues decreased to $548.0 million in Q1 2025 from $559.0 million in Q1 2024, with a net loss attributable to Alight of $25.0 million[127]. Impairments and Fair Value - The fair value of the ownership interest in Dun & Bradstreet was $617.3 million as of March 31, 2025, with a recorded book value of $685.4 million, resulting in an impairment of $68.1 million[106]. - The fair value of the investment in Alight was $240.0 million as of March 31, 2025, compared to a book value of $369.5 million, indicating a decline in fair value for approximately 11 months[107]. Taxation - Income tax expense for the three months ended March 31, 2025, was $20.2 million, down from $56.5 million in the same period of 2024, reflecting a decrease of 64.3%[120]. - The effective tax rate for Q1 2025 was (121.7)%, compared to (156.1)% in Q1 2024, influenced by changes in the characteristics of net earnings[120]. Operational Challenges - The company anticipates ongoing macroeconomic uncertainty impacting operations in fiscal 2025, including factors such as consumer spending and inflation levels[101]. - Comparable store sales for O'Charley's and 99 Restaurants brands decreased by 14.9% and 0.3%, respectively, primarily due to a decrease in guest counts[124]. - Cost of restaurant revenue as a percentage of restaurant revenue increased to 91.8% in Q1 2025 from 88.5% in Q1 2024, primarily due to inflation in commodities[125]. Segment Performance - Restaurant Group segment total revenues decreased by $7.4 million, or 6.9%, to $99.1 million for the three months ended March 31, 2025, compared to $106.5 million in 2024[123]. - Corporate and Other segment operating loss improved to $17.7 million in Q1 2025 from $37.5 million in Q1 2024, primarily due to decreased personnel costs[132]. Cash Flow and Liquidity - Cash flows provided by operations increased by $45.1 million to $9.1 million in Q1 2025, compared to $(36.0) million in Q1 2024, mainly due to tax refunds and lower operating expenses[142]. - Cash and cash equivalents as of March 31, 2025, totaled $126.2 million, with $109.9 million held by the corporate holding company[138]. - The company expects to receive additional cash proceeds of $549.4 million upon closing of the D&B Sale, anticipated in Q3 2025[139]. Share Repurchase Programs - The company has repurchased a total of 7,704,537 shares for approximately $151.0 million, averaging $19.59 per share, under the 2022 Repurchase Program[152]. - A new stock repurchase program was authorized on October 29, 2023, allowing for the repurchase of up to 10.0 million shares, in addition to the existing 2022 program[153]. - The 2025 Repurchase Program was authorized on March 24, 2025, also permitting the repurchase of up to 10.0 million shares, with no purchases made under this program as of the report date[154]. Market Risks - There have been no material changes in market risks during the three months ended March 31, 2025, compared to the previous annual report[155].