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].

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].