[10-Q] Cannae Holdings, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Cannae Holdings (CNNE) reported a wider quarterly loss as affiliate results weighed on Q3 2025. Total operating revenues were $106.9 million versus $113.9 million a year ago, driven by restaurant revenue of $94.6 million and other operating revenue of $12.3 million. Operating loss improved to $13.2 million from $18.1 million, but equity in losses of unconsolidated affiliates of $57.5 million, primarily from Alight, led to a net loss attributable to common shareholders of $68.4 million, or $1.25 per share, compared with a $13.6 million loss last year.
Cannae closed the Dun & Bradstreet disposition on August 26, 2025, receiving aggregate cash proceeds of $540.3 million for its remaining 59,048,691 shares after a prior sale of 10.0 million shares for $89.5 million. Cash and cash equivalents rose to $233.8 million from $131.5 at year-end, aided by $629.8 million of D&B share sale proceeds year-to-date. The company repurchased 9,705,074 shares for $189.8 million under the 2023 program in the first nine months and 2,295,463 shares for $42.1 million under the 2022 program; additional repurchases occurred after quarter-end. Shares outstanding were 51,578,136 at September 30, 2025 and 49,285,406 as of November 7, 2025.
Positive
- None.
Negative
- None.
Insights
Losses at affiliates offset stable core revenues; D&B exit boosted cash.
Cannae’s core restaurant operations delivered $94.6 million in Q3 revenue with lower operating loss, but equity-method results drove performance. The company recorded $57.5 million in equity losses, with Alight the largest contributor, partially offset by positive BKFC results. This pushed net loss attributable to shareholders to
Strategically, Cannae monetized its Dun & Bradstreet stake, receiving
Debt declined to
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
Commission File Number 1-38300
______________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(702 ) 323-7330
___________________________________________________________________
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of November 7, 2025 there were 49,285,406 shares of the Registrant's common stock outstanding.
FORM 10-Q
QUARTERLY REPORT
QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
| Page | |||||
Part I: FINANCIAL INFORMATION | |||||
Item 1. Unaudited Condensed Consolidated Financial Statements | |||||
A. Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 1 | ||||
B. Condensed Consolidated Statements of Operations for the three and nine-month periods ended September 30, 2025 and 2024 | 2 | ||||
C. Condensed Consolidated Statements of Comprehensive (Loss) Earnings for the three and nine-month periods ended September 30, 2025 and 2024 | 3 | ||||
D. Condensed Consolidated Statements of Equity for the three and nine-month periods ended September 30, 2025 and 2024 | 4 | ||||
E. Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2025 and 2024 | 6 | ||||
F. Notes to Condensed Consolidated Financial Statements | 7 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||
Item 3. Quantitative and Qualitative Disclosure About Market Risk | 34 | ||||
Item 4. Controls and Procedures | 34 | ||||
Part II: OTHER INFORMATION | |||||
Item 1. Legal Proceedings | 34 | ||||
Item 1A. Risk Factors | 34 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 35 | ||||
Item 3. Defaults Upon Senior Securities | 35 | ||||
Item 4. Mine Safety Disclosures | 35 | ||||
Item 5. Other Information | 35 | ||||
Item 6. Exhibits | 36 | ||||
i
Table of Contents
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Other current assets | |||||||||||
| Income taxes receivable | |||||||||||
| Total current assets | |||||||||||
| Investments in unconsolidated affiliates | |||||||||||
| Equity securities, at fair value | |||||||||||
| Lease assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax asset | |||||||||||
| Other intangible assets, net | |||||||||||
| Other long-term investments and non-current assets | |||||||||||
| Noncurrent assets of discontinued operations held for sale - see Note J | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and other accrued liabilities, current | $ | $ | |||||||||
| Lease liabilities, current | |||||||||||
| Deferred revenue | |||||||||||
| Notes payable, current | |||||||||||
| Total current liabilities | |||||||||||
| Lease liabilities, long-term | |||||||||||
| Notes payable, long-term | |||||||||||
| Accounts payable and other accrued liabilities, long-term | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies - see Note H | |||||||||||
| Equity: | |||||||||||
Cannae common stock, | |||||||||||
Preferred stock, | |||||||||||
| Retained earnings | |||||||||||
| Additional paid-in capital | |||||||||||
Less: Treasury stock, | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total Cannae shareholders' equity | |||||||||||
| Noncontrolling interests | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
1
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CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Restaurant revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other operating revenue | |||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of restaurant revenue | |||||||||||||||||||||||
| Personnel costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest, investment and other income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Recognized gains (losses), net | ( | ( | |||||||||||||||||||||
| Total other income (expense) | ( | ( | |||||||||||||||||||||
| (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| Income tax (benefit) expense | ( | ( | |||||||||||||||||||||
| (Loss) earnings before equity in losses of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| Equity in losses of unconsolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net loss from discontinued operations, net of tax - see Note J | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Amounts attributable to Cannae Holdings, Inc. common shareholders | |||||||||||||||||||||||
| Net loss from continuing operations attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss from discontinued operations attributable to Cannae Holdings, Inc. common shareholders | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Net loss per share from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net loss per share from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted Average Shares Outstanding | |||||||||||||||||||||||
| Weighted average shares outstanding Cannae Holdings common stock, basic basis | |||||||||||||||||||||||
| Weighted average shares outstanding Cannae Holdings common stock, diluted basis | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
2
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CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) EARNINGS
(In millions)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive earnings (loss), net of tax: | |||||||||||||||||||||||
Unrealized earnings (loss) of investments in unconsolidated affiliates (1) | ( | ||||||||||||||||||||||
Reclassification adjustments for unrealized gains and losses of unconsolidated affiliates, net of tax, included in net earnings (2) | |||||||||||||||||||||||
| Other comprehensive earnings | |||||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Comprehensive loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
_________________________________
(1)Net of income tax expense (benefit) of $1.7 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $1.8 million and $(0.4 ) million for the nine months ended September 30, 2025 and 2024, respectively.
(2)Net of income tax expense of $4.8 million for the three months ended September 30, 2025 and $5.6 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively.
See Notes to Condensed Consolidated Financial Statements
3
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CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comp (Loss) Earnings | Treasury Stock | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | Shares | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings — unrealized gains and losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock and shares held in trust | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU vesting and payment for shares withheld for taxes and in treasury | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary dividends paid to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings — unrealized gains and losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock and shares held in trust | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other activity in non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
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CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED
(In millions)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comp (Loss) Earnings | Treasury Stock | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | Shares | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss — unrealized gains and losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock and shares held in trust | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU vesting and payment for shares withheld for taxes and in treasury | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary dividends paid to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares issued for investment in JANA | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings — unrealized gains and losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock and shares held in trust | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of shares held in trust | — | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Payment for shares withheld for taxes and in treasury | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other activity in non-controlling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
5
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CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Equity in losses of unconsolidated affiliates | |||||||||||
| Distributions from investments in unconsolidated affiliates | |||||||||||
| Recognized losses and asset impairments, net | |||||||||||
| Lease asset amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Net loss from discontinued operations - see Note J | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Other assets | |||||||||||
| Lease liabilities | ( | ( | |||||||||
| Accounts payable, accrued liabilities, deferred revenue and other liabilities | ( | ||||||||||
| Income taxes | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of investment securities and other investments in unconsolidated affiliates | |||||||||||
| Proceeds from sales of Dayforce shares | |||||||||||
| Proceeds from sales of D&B shares | |||||||||||
| Additions to property and equipment and other intangible assets | ( | ( | |||||||||
| Proceeds from sales of property and equipment | |||||||||||
| Proceeds from sale of investments in unconsolidated affiliates and other long term investments | |||||||||||
| Additional investments in unconsolidated affiliates | ( | ( | |||||||||
| Purchases of other long-term investments | ( | ( | |||||||||
| Distributions from investments in unconsolidated affiliates | |||||||||||
| Purchases of short-term investment securities | ( | ||||||||||
| Proceeds from sale and maturity of short-term investment securities | |||||||||||
| Net cash provided by investing activities | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings | |||||||||||
| Debt service payments | ( | ( | |||||||||
| Other activity in non-controlling interests | |||||||||||
| Subsidiary distributions paid to noncontrolling interest shareholders | ( | ||||||||||
| Payment for vested shares withheld for taxes and in treasury | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Treasury stock repurchases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note A — Basis of Financial Statements
The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, "we," "us," "our," "Cannae," "CNNE," or the "Company"), which have been followed in preparing the accompanying Condensed Consolidated Financial Statements.
Description of the Business
We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long term. From time to time, we also seek to take meaningful equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business, and we have no preset time constraints dictating when we sell or dispose of our businesses. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. Our primary assets as of September 30, 2025 include our ownership interests in Alight, Inc. ("Alight"); Paysafe Limited ("Paysafe"); Black Knight Football Club US, LP ("Black Knight Football" or "BKFC", formerly known as Black Knight Football and Entertainment, LP); Computer Services, Inc. ("CSI"); Watkins Holdings, LLC ("Watkins Holdings"); JANA Partners Capital, LLC, JANA Partners Management, LP and JANA Partners Management GP, LLC (together, "JANA" or "JANA Partners"); High Sierra Distillery, LP ("Minden Mill"); AmeriLife Group, LLC ("AmeriLife"); O'Charley's Holdings, LLC ("O'Charley's"); 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled subsidiary companies and minority equity ownership interests.
See Note E - Segment Information for further discussion of the businesses comprising our reportable segments.
We conduct our business through our wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Delaware limited liability company. Our board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and, through May 12, 2025 (see "Other Developments" below), the performance of our external manager, Trasimene Capital Management, LLC ("Trasimene" or our "Manager").
Principles of Consolidation and Basis of Presentation
The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2024.
All intercompany profits, transactions and balances have been eliminated. Our ownership interests in non-majority-owned partnerships and affiliates are accounted for under the equity method of accounting or as equity securities. Earnings attributable to noncontrolling interests recorded on the Condensed Consolidated Statements of Operations represents the portion of our majority-owned subsidiaries' net earnings or loss that is owned by noncontrolling shareholders of such subsidiaries. Noncontrolling interest recorded on the Condensed Consolidated Balance Sheets represents the portion of equity owned by noncontrolling shareholders in our consolidated subsidiaries.
Management Estimates
The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements (See Note B - Investments and Note C - Fair Value Measurements), and the valuation allowance recorded on our federal net operating loss ("NOL") carryforwards, state net operating loss carryforwards, and certain deferred taxes related to our investments. See information below under the heading Income Taxes for further information. Actual results could differ from estimates.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Recent Developments
Dun & Bradstreet
On March 24, 2025, Dun & Bradstreet ("D&B") entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. (the "D&B Sale"). Under the terms of the agreement, D&B shareholders received $9.15 in cash for each share of common stock they own upon closing of the D&B Sale.
In conjunction with the D&B Sale, Cannae entered into a Voting and Support Agreement with Dun & Bradstreet pursuant to which Cannae agreed to vote the 69,048,691 shares of D&B common stock, par value $0.0001 per share, for which the Company was then the beneficial owner (the "Owned Shares") in favor of the D&B Sale. Pursuant to the Voting and Support Agreement, the Company has also agreed not to take certain actions, including (i) tendering any Owned Shares into any tender or exchange offer, (ii) transferring any Owned Shares (subject to certain exceptions), (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty by the Company contained in the Voting and Support Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling the Company from performing its obligations under the Voting and Support Agreement in any material respect. Under the Voting and Support Agreement, the Company is permitted to sell up to 10.0 million of the Owned Shares prior to completion of the D&B Sale or termination of the merger agreement entered into by D&B related to the D&B Sale in accordance with its terms.
As a result of the D&B Sale, we present our investment in Dun & Bradstreet as a discontinued operation in our Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2025 and all prior periods have been recast to reflect our investment in D&B as a discontinued operation and held for sale. See Note J - Discontinued Operations for further discussion of our accounting for our ownership interest in D&B.
During the second quarter, we sold 10.0 million shares of common stock of D&B, and Cannae received proceeds of $89.5 million. On August 26, 2025, the D&B Sale closed and Cannae completed the disposition of its ownership interests in Dun & Bradstreet, Inc. for aggregate proceeds of $540.3 million in cash in exchange for our remaining 59,048,691 shares of common stock (the "D&B Disposition"). Following the consummation of the D&B Disposition, Cannae no longer has any ownership interest in the common stock of D&B.
Black Knight Football
During the nine months ended September 30, 2025, we invested $50.0 million in BKFC and as of September 30, 2025, we held a 44.7 % ownership interest. See Note B - Investments for further discussion of our accounting for our ownership interest in BKFC and other equity method investments.
JANA
On May 12, 2025, Cannae entered into an agreement to acquire an additional 30 % ownership interest in JANA Partners (the "JANA Investment") in exchange for an upfront payment of $67.5 million and potential further payments aggregating to $26.0 million if JANA Partners achieves certain assets under management thresholds (the "JANA Contingent Consideration"). The transaction closed on September 2, 2025 and as of September 30, 2025, the Company held a 50.0 % total ownership interest in JANA Partners. See Note H - Commitment and Contingencies for further discussion of the JANA Contingent Consideration.
On September 2, 2025, Cannae invested an additional $30.0 million into JANA funds (the "JANA Fund"). We previously accounted for our investment in the JANA Fund as an equity security without a readily determinable fair value. Due to our incremental investment in the JANA Fund and JANA Partners, we began accounting for our ownership interest in the JANA Fund as an unconsolidated affiliate using the equity method of accounting as of September 30, 2025.
Other Developments
In January 2025, WineDirect, Inc. completed the spin-off of its fulfillment division as WineDirect Fulfillment, LLC ("Fulfillment") and sold its E-commerce division (the "WD Transaction"). As a result of the WD Transaction, we received $20.4 million in proceeds including $13.6 million of cash and a 21.6 % ownership interest in Fulfillment valued at $6.8 million. We recorded a new investment in Fulfillment of $6.8 million in Investments in unconsolidated affiliates in our Condensed Consolidated Balance Sheet and a $15.0 million gain which is included in Recognized gains, net on our Condensed Consolidated Statement of Operations for the nine months ended September 30, 2025.
On August 3, 2022, our Board authorized a three-year stock repurchase program (the "2022 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through August 3, 2025. The 2022 Repurchase Program does not obligate the Company to acquire any specific number of shares and may be suspended or terminated at any time. During the nine months ended September 30, 2025, we repurchased a total of 2,295,463 shares of Cannae common stock for approximately $42.1 million in the aggregate, or an average of $18.33 per share under the 2022
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Repurchase Program.
On October 29, 2023, our Board authorized a stock repurchase program (the "2023 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2023 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program. During the three months ended September 30, 2025, we repurchased a total of 6,212,998 shares of Cannae common stock for approximately $120.4 million in the aggregate, or an average of $19.38 per share under the 2023 Repurchase Program. During the nine months ended September 30, 2025, we repurchased a total of 9,705,074 shares of Cannae common stock for approximately $189.8 million in the aggregate, or an average of $19.56 per share under the 2023 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 294,926 shares of Cannae common stock for approximately $5.4 million in the aggregate, or an average of $18.21 per share, pursuant to the 2023 Repurchase Program.
On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2025 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program or the 2023 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 2,003,608 shares of Cannae common stock for approximately $36.9 million in the aggregate, or an average of $18.38 per share, pursuant to the 2025 Repurchase Program.
On May 12, 2025, Cannae, Cannae LLC and the Manager (Cannae, Cannae LLC and the Manager collectively, the "Parties"), entered into that certain Management Services Agreement Termination Agreement (the "MSA Termination Agreement"). As previously disclosed, on February 26, 2024, the Parties entered into that certain Third Amended and Restated Management Services Agreement among the Parties (the "MSA"), which provided for a termination of the MSA by the Company effective June 30, 2027, unless terminated earlier by the Company. The MSA also, among other items, (i) reduced the management fee to a fixed amount of $7.6 million annually effective beginning July 2, 2024 and (ii) provided for payment of the $20.0 million termination fee due under the MSA to be paid by the Company to the Manager in installments of $6.7 million annually over the three-year period ending July 1, 2026. Mr. Foley holds a majority interest in the Manager and therefore has an indirect interest in the MSA. The MSA Termination Agreement terminated the MSA in its entirety as of May 12, 2025 without any further obligations or liabilities other than certain obligations relating to the continued indemnification and limitation on liability and the remaining obligations of the Company and/or Cannae LLC, as applicable, to pay the Manager: (i) an amount of $0.6 million in each month from May to December 2025, representing each of the unpaid monthly Management Fees (as defined in the MSA) that would have been due to the Manager through December 31, 2025; (ii) on January 1, 2026, $11.4 million, representing the aggregate remaining unpaid monthly Management Fees that would have been due to the Manager from January 1, 2026 through June 30, 2027; (iii) on July 1, 2025, $6.7 million, representing the second installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on such date; and (iv) on July 1, 2026, $6.6 million, representing the final installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on July 1, 2026.
On May 12, 2025, William P. Foley transitioned from his roles as Chief Executive Officer, Chief Investment Officer and Chairman of the Board of the Company and now serves as the Board's non-executive Vice Chairman pursuant to a director services agreement (the "DSA"). Doug Ammerman was appointed as Chairman of the Board and Ryan R. Caswell, the Company’s former President, now serves as the Company’s Chief Executive Officer, also effective as of May 12, 2025. In connection with the change in Mr. Foley's employment and as described in Mr. Foley’s original employment agreement, Mr. Foley received a lump-sum payment of $17.2 million, and all of Mr. Foley’s outstanding but unvested equity awards were accelerated in the second quarter of 2025.
The following dividends were declared by our Board in 2025:
| Declaration Date | Record Date | Payment Date | Dividends Per Share | |||||||||||||||||
| February 24, 2025 | March 17, 2025 | March 31, 2025 | $ | |||||||||||||||||
| May 8, 2025 | June 16, 2025 | June 30, 2025 | $ | |||||||||||||||||
| August 7, 2025 | September 16, 2025 | September 30, 2025 | $ | |||||||||||||||||
| November 4, 2025 | December 17, 2025 | December 31, 2025 | $ | |||||||||||||||||
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Related Party Transactions
During the nine months ended September 30, 2025, we incurred management fee and termination fee expenses with our Manager of $19.0 million and $9.9 million, respectively. During the three and nine months ended September 30, 2024, we incurred management fee expenses with our Manager of $1.9 million and $20.1 million, respectively, and during the three and nine months ended September 30, 2024, we incurred $1.8 million and $8.4 million, respectively, of termination fees with our Manager. These expenses are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations.
See information under the header Put Right below for discussion of the accounting for the potential repurchase of our common stock pursuant to a provision of the DSA.
Earnings Per Share
Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period.
In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock and restricted stock units that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.
Put Right
On May 12, 2025, we entered into the DSA and pursuant to a provision therein, we agreed to repurchase half of the common stock beneficially owned by the director at the greater of $19.50 per share of common stock or 20 % in excess of the trading price of our common stock at the time such shares are sold back to the Company (the "Put Right"). The Put Right can be exercised at the option of the director beginning January 1, 2026. As of September 30, 2025 there are 2,413,357 shares of the Company's common stock that are subject to the Put Right which represent 50 % of the shares held by the director. Based on the price of the Company's common stock as of September 30, 2025, the gross amount that would be paid to settle the Put Right and repurchase the underlying common stock was $44.2 million.
The Company accounts for the Put Right as a liability at fair value in accordance with the guidance in ASC 480 and ASC 815. The liability for the Put Right is included in Accounts payable and other accrued liabilities, current on our condensed consolidated balance sheet as of September 30, 2025. The initial measurement and subsequent changes in fair value of the Put Right are recorded in Recognized losses, net in our condensed consolidated statements of operations for the three and nine-month periods ended September 30, 2025. See Note C - Fair Value Measurements for further discussion of the fair value of the Put Right.
Income Taxes
Our effective tax rate was 58.5 % and (220.7 )% in the three months ended September 30, 2025 and 2024, respectively, and (9.2 )% and (7.0 )% in the nine months ended September 30, 2025 and 2024, respectively. The change in the effective tax rate in the three-month period ended September 30, 2025 compared to the corresponding prior year period was primarily attributable to the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit). The change in the effective tax rate in the nine-month period ended September 30, 2025 compared to the corresponding prior year period was primarily attributable to recording a valuation allowance in the current period of $99.0 million partially offset by the impairment recorded to our investment in D&B and Alight and a valuation allowance of $58.9 million in the prior period on our federal net operating loss carryforwards and certain deferred taxes related to our consolidated partnerships and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).
We have a Deferred tax asset of $50.4 million and $73.9 million as of September 30, 2025 and December 31, 2024, respectively. The $23.5 million change in deferred taxes in the nine months ended September 30, 2025 is primarily attributable to recording of a valuation allowance of $99.0 million primarily related to our federal net operating loss carryforwards, state net
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
operating loss carryforwards and certain deferred taxes related to our investments, partially offset by the tax impact of the impairment of D&B and Alight.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions for the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented though 2027. The OBBBA did not have a material impact on our consolidated financial statements during this period.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2024. We will adopt this authoritative guidance prospectively during the current year and do not expect it to have a material impact on our consolidated financial statements.
Note B — Investments
Investments in Unconsolidated Affiliates
Investments in unconsolidated affiliates recorded using the equity method of accounting as of September 30, 2025 and December 31, 2024 consisted of the following:
Ownership at September 30, 2025 | September 30, 2025 | December 31, 2024 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Alight | % | ||||||||||||||||
| BKFC | % | ||||||||||||||||
| CSI | % | ||||||||||||||||
| Watkins | % | ||||||||||||||||
| JANA | % | ||||||||||||||||
| Other | various | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
The aggregate fair value of our direct ownership in the common stock of unconsolidated affiliates that have quoted market prices as of September 30, 2025 consisted of the following:
| September 30, 2025 | |||||
| (In millions) | |||||
| Alight | |||||
| System1 | |||||
Equity in earnings (losses) of unconsolidated affiliates for the three and nine months ended September 30, 2025 and 2024 consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Alight | ( | ( | ( | ( | |||||||||||||||||||
| BKFC | ( | ( | |||||||||||||||||||||
| CSI | |||||||||||||||||||||||
| Watkins | ( | ||||||||||||||||||||||
| JANA | |||||||||||||||||||||||
| Other | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Alight
As of June 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting was $288.2 million, prior to any impairment. Based on the closing stock price of Alight common shares as of June 30, 2025, the fair value of our investment in Alight was $229.1 million. The fair value measurement is considered a level 1 fair value measure.
Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition, the extended time period that the fair value of our investment in Alight has been below our book value, and impairment charges taken by Alight as of June 30, 2025, management determined the decrease in fair value of our investment in Alight was other-than-temporary as of June 30, 2025. Accordingly, we recorded an impairment in our investment of Alight of $59.1 million which is included in Recognized (losses) gains, net on our Consolidated Statement of Operations for the nine months ended September 30, 2025.
Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) earnings from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Net loss attributable to Alight | ( | ( | ( | ( | |||||||||||||||||||
BKFC
Summarized statement of operation information for Black Knight Football for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below. We report our equity in the earnings or loss of BKFC on a three-month lag. Accordingly, our net earnings (loss) for the three and nine months ended September 30, 2025 and 2024 includes our equity in Black Knight Football’s earnings (losses) for the three and nine months ended June 30, 2025 and 2024, respectively.
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Losses of unconsolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings (loss) attributable to BKFC | ( | ( | |||||||||||||||||||||
JANA
Summarized statement of operation information for JANA for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below. We account for our ownership interest in JANA as an unconsolidated affiliate using the equity method of accounting and record our ratable share of JANA's net income or loss on a three-month lag. Accordingly, our net earnings (loss) for the three and nine months ended September 30, 2025 includes our equity in JANA’s earnings for the three and nine months ended June 30, 2025, and our net earnings (loss) for the three and nine months ended September 30, 2024 includes our equity in JANA’s earnings for the three months ended June 30, 2024 and for the period from February 21, 2024, the date we first made an investment in JANA, through June 30, 2024.
Three months ended June 30, | Nine months ended June 30, 2025 | For the period from February 21, 2024 through June 30, 2024 | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Equity Securities
Recognized gains (losses), net on the Condensed Consolidated Statements of Operations consisted of the following (losses) gains on equity securities for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net gains (losses) recognized during the period on equity securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| Less: net gains (losses) recognized during the period on equity securities sold, transferred or disposed during the period | ( | ||||||||||||||||||||||
| Unrealized gains (losses) recognized during the reporting period on equity securities held at the reporting date | $ | $ | $ | ( | $ | ||||||||||||||||||
Equity Security Investments Without Readily Determinable Fair Values
We account for our investments in AmeriLife and certain other ownership interests at cost adjusted for any impairment or changes resulting from observable price changes in orderly market transactions. As of September 30, 2025 and December 31, 2024, we have $143.9 million and $159.9 million, respectively, recorded for such investments, which is included in Other long-term investments and noncurrent assets on our Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2025 and 2024, we have not recorded any material upward or downward adjustments to these investments due to price changes or impairments.
Note C — Fair Value Measurements
The fair value hierarchy established by the accounting standards on fair value measurements includes three levels, which are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access.
Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Recurring Fair Value Measurements
The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, respectively:
| September 30, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Equity securities: | ||||||||||||||||||||||||||
| Paysafe | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total equity securities | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Put Right | $ | $ | $ | $ | ||||||||||||||||||||||
| Total accounts payable and other accrued liabilities, current | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Paysafe | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total equity securities | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
The Put Right is accounted for at fair value calculated using a Monte Carlo Simulation with Level 2 fair value hierarchy inputs. The valuation model utilizes the stock price and growth rate of the Company's common stock, the two-year duration of the DSA, the implied volatility of the Company's common stock using comparable public companies and a discount rate based on US treasury securities of similar duration to the Put Right.
Note D — Variable Interest Entities
The Company, in the normal course of business, engages in certain activities that involve variable interest entities ("VIEs"), which are legal entities in which a group of equity investors individually lack any of the characteristics of a controlling interest. The primary beneficiary of a VIE is generally the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The Company evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the entity based on the variable interests it holds both at inception and when there is a change in circumstances that requires reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the periods ended September 30, 2025 and December 31, 2024, we are not the primary beneficiary of any VIEs.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Unconsolidated VIEs
The table below summarizes select information related to variable interests held by the Company as of September 30, 2025 and December 31, 2024, of which we are not the primary beneficiary:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Total Assets | Maximum Exposure | Total Assets | Maximum Exposure | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | ||||||||||||||||||||||
| Other long-term investments and non-current assets | ||||||||||||||||||||||||||
Investments in Unconsolidated Affiliates
As of September 30, 2025 and December 31, 2024, we held variable interests in certain unconsolidated affiliates, which are primarily comprised of our ownership interests in BKFC, CSI, the JANA Fund and Minden Mill. Cannae does not have the power to direct the activities that most significantly impact the economic performance of these unconsolidated affiliates; therefore, we are not the primary beneficiary.
The principal risk to which these investments and funds are exposed is the credit risk of the underlying investees. Cannae has guaranteed certain payment obligations of BKFC related to investment commitments associated with its acquisitions of interests in football clubs. These BKFC obligations total an estimated amount between $43.7 million and $79.5 million as of September 30, 2025. These obligations are potentially payable at various increments over the next three years and vary based on certain performance criteria. The underlying obligation of BKFC to fund these amounts is contingent on the exercise of certain investment options by BKFC or other parties. Cannae is required to fund such payments solely to the extent BKFC is unable to meet these obligations. We do not provide any other implicit or explicit liquidity guarantees or principal value guarantees to these VIEs.
Note E — Segment Information
In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280). The guidance improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments in this ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This guidance is also to be applied retrospectively to all prior periods presented in the financial statements. For public companies, the guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
We have adopted this ASU and as a result, we have disclosed those expenses for each reportable segment that are (1) regularly provided to the chief operating decision maker ("CODM"); (2) included in each reported measure of segment profit and loss; and (3) considered significant, including categories of expense and amounts. In addition, the segment table for the three months ended September 30, 2024 have been retrospectively revised to incorporate the additional information for reportable segments.
Cannae’s CODM is the Company’s CEO, who oversees all of the Company’s investments and is responsible for the key operating decisions of the Company. The CODM primarily uses net earnings or loss and EBITDA as the performance measure for each operating segment which helps the CODM in deciding how to allocate resources. The CODM uses the performance measure to evaluate profitability and income generated from the businesses in deciding how to allocate the Company's resources and decisions regarding the investee relationship. As net earnings or loss is the measure most consistent with U.S. GAAP, we include such measure in our segment tables that follow.
In the period ended March 31, 2025, we began accounting for our investment in D&B as a discontinued operation and no longer consider D&B a reportable segment. Segment information for the periods ended September 30, 2024 has been recast in the tables that follow to remove D&B as a reportable segment.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
In the quarter ended September 30, 2025, JANA exceeded certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting, and we began considering JANA as a reportable segment. Segment information for the periods ended September 30, 2024 has been recast in the tables that follow to add JANA as a reportable segment.
As of September 30, 2025, Cannae has identified four reportable segments: Restaurant Group, Alight, BKFC and JANA. The tables below provide information about the Company's segments, as well as an aggregation of all other non-reportable operating segments within the Corporate and Other category. For Alight, BKFC and JANA, which are accounted for as unconsolidated affiliates, the amounts presented in the tables below represent our portion of equity in losses and our investment balance that reconcile to our consolidated statements of operations and balance sheets, respectively. Refer to Note B - Investments for certain summarized gross amounts of the results of operations of these unconsolidated affiliates.
As of and for the three months ended September 30, 2025:
| Restaurant Group | Alight | BKFC | JANA | Total Reportable Segments | Corporate and Other | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity in earnings (loss) of unconsolidated affiliates | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) earnings from continuing operations | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||||||||
As of and for the three months ended September 30, 2024:
| Restaurant Group | Alight | BKFC | JANA | Total Reportable Segments | Corporate and Other | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity in (losses) earnings of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) earnings from continuing operations | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||||||||
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
As of and for the nine months ended September 30, 2025:
| Restaurant Group | Alight | BKFC | JANA | Total Reportable Segments | Corporate and Other | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity in (losses) earnings of unconsolidated affiliates | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) earnings from continuing operations | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||||||||
As of and for the nine months ended September 30, 2024:
| Restaurant Group | Alight | BKFC | JANA | Total Reportable Segments | Corporate and Other | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity in (losses) earnings of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) earnings from continuing operations | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||||||||
_____________________________________
(1) "Other segment items" includes restaurant corporate personnel costs, advertising, professional fees and recognized gains and losses, net.
The activities in our segments include the following:
•Restaurant Group. This segment consists primarily of the operations of O'Charley's and 99 Restaurants in which we have 65.4 % and 88.5 % ownership interests, respectively. O'Charley's and 99 Restaurants and their affiliates are the owners and operators of the O'Charley's and Ninety Nine Restaurants restaurant concepts, respectively.
•Alight. This segment consists of our 7.7 % ownership interest in Alight. Alight is a technology-enabled services company delivering human capital management solutions to many of the world’s largest and most complex organizations. This includes the implementation and administration of employee benefits (e.g., health, wealth and leaves benefits) solutions. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals. Participants can access their solutions digitally, including through a mobile application on Alight Worklife®, their intuitive, cloud-based employee engagement platform. Through Alight Worklife, Alight believes it is defining the future of employee benefits by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals. Our chief operating decision maker reviews the financial results of Alight for purposes of assessing performance and allocating resources. Thus, we consider Alight an operating segment. We account for Alight using the equity method of accounting, and therefore, its results do not consolidate into ours.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
•Black Knight Football. This segment consists of our 44.7 % ownership interest in BKFC. BKFC is a partnership led by Bill Foley that owns and operates AFC Bournemouth ("AFCB"), an English Premier League ("EPL" or the "Premier League") football club, and holds a significant minority interest in FC Lorient ("FCL"), a French Ligue 1 football club, and The Hibernian Football Club Limited ("Hibernian"), a Scottish Premiership football club. In June 2025, BKFC acquired a controlling interest in Moreirense Futebol Clube ("Moreirense"), a Portuguese Primeira Liga football club. BKFC aims to grow into a leading multi-club operator of football assets across the world. Our chief operating decision maker reviews the financial results of Black Knight Football for purposes of assessing performance and allocating resources. Thus, we consider BKFC an operating segment. We account for our ownership of BKFC using the equity method of accounting; therefore, its results of operations do not consolidate into ours. We report our equity in earnings or loss of BKFC on a three-month lag. Accordingly, the segment tables above for the three and nine months ended September 30, 2025 and 2024 include our equity in losses of BKFC and complete results of Black Knight Football for the three and nine months ended June 30, 2025 and 2024.
•JANA. This segment consists of our 50.0 % ownership interest in JANA. JANA is an investment manager founded in 2001. Our chief operating decision maker reviews the financial results of JANA for purposes of assessing performance and allocating resources. Thus, we consider JANA an operating segment. We account for our ownership of JANA using the equity method of accounting; therefore, its results of operations do not consolidate into ours. We report our equity in earnings or loss of JANA on a three-month lag. Accordingly, our net earnings (loss) for the three and nine months ended September 30, 2025 includes our equity in JANA’s earnings for the three and nine months ended June 30, 2025, and our net earnings (loss) for the three and nine months ended September 30, 2024 includes our equity in JANA’s earnings for the three months ended June 30, 2024 and for the period from February 21, 2024 through June 30, 2024.
•Corporate and Other. This nonreportable segment consists of our share in the operations of certain controlled portfolio companies and other equity interests, activity of the corporate holding company and certain intercompany eliminations and taxes.
Note F — Revenue Recognition
Disaggregation of Revenue
Our revenue consists of:
| Three Months Ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Revenue Stream | Segment | Total Revenue | ||||||||||||||||||||||||||||||
| Restaurant revenue: | (In millions) | |||||||||||||||||||||||||||||||
| Restaurant sales | Restaurant Group | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total restaurant revenue | ||||||||||||||||||||||||||||||||
| Other operating revenue: | ||||||||||||||||||||||||||||||||
| Real estate and resort | Corporate and other | |||||||||||||||||||||||||||||||
| Other | Corporate and other | |||||||||||||||||||||||||||||||
| Total other operating revenue | ||||||||||||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Restaurant revenue consists of restaurant sales and, to a lesser extent, franchise revenue and other revenue. Restaurant sales including food and beverage sales, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided.
Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.
All of our revenues are generated in the United States.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Contract Balances
The following table provides information about trade receivables and deferred revenue:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
| Trade receivables, net | $ | $ | |||||||||
| Deferred revenue (contract liabilities) | |||||||||||
Trade receivables, net are included in Other current assets on our Condensed Consolidated Balance Sheets.
There was no impairment related to contract balances.
Note G — Notes Payable
Notes payable, net consists of the following:
| September 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| 2020 Margin Facility | $ | $ | ||||||||||||
| FNF Revolver | ||||||||||||||
| Other | ||||||||||||||
| Notes payable, total | $ | $ | ||||||||||||
| Less: Notes payable, current | ||||||||||||||
| Notes payable, long term | $ | $ | ||||||||||||
2020 Margin Facility
On November 30, 2020, Cannae Funding C, LLC ("Borrower 1"), an indirect wholly-owned special purpose subsidiary of the Company, and Cannae Funding D, LLC ("Borrower 2"), an indirect wholly-owned special purpose subsidiary of the Company, entered into a Margin Loan Agreement (as amended from time to time, the "2020 Margin Facility") with the lenders from time to time party thereto and Royal Bank of Canada. On June 16, 2023, the 2020 Margin Facility was amended to, among other things, lower the immediate capacity from $250 million to $150 million. On August 17, 2023, the 2020 Margin Facility was amended to, among other things, (i) extend the maturity of the agreement to August 17, 2026, (ii) add 40 million shares of common stock of Alight to the pool of collateral, (iii) change the spread from 358 to 375 basis points and (iv) add Cannae Funding A, LLC ("Borrower 3" and together with Borrower 1 and Borrower 2, the "Borrowers"), an indirect wholly-owned special purpose subsidiary of the Company. On March 4, 2024, the 2020 Margin Facility was amended primarily to (i) assign the facility from Royal Bank of Canada to Bank of America, (ii) extend the maturity date to March 4, 2027 and (iii) change the spread from 375 to 310 basis points. On August 27, 2025, the 2020 Margin Facility was amended primarily to (i) remove the Company’s prior holdings of Dun & Bradstreet Holdings, Inc. from the collateral pool, (ii) reduce the capacity of the Margin Loan from $150 million to $50 million, (iii) reduce the spread from 310 to 275 basis points and (iv) extend the maturity date to August 27, 2028.
Under the 2020 Margin Facility, as amended, the Borrowers may borrow up to $50 million in revolving loans. The 2020 Margin Facility matures on August 27, 2028. Outstanding amounts under the 2020 Margin Facility, if any, bear interest quarterly at a rate per annum equal to a three-month adjusted SOFR plus an applicable margin. The 2020 Margin Facility requires the Borrowers to maintain a certain loan-to-value ratio (based on the value of Alight shares). In the event the Borrowers fail to maintain such loan-to-value ratio, the Borrowers must post additional cash collateral under the Loan Agreement and/or elect to repay a portion of the revolving loans thereunder, or sell the Alight shares and use the proceeds from such sale to prepay a portion of the revolving loans thereunder.
On July 2, 2025, we borrowed an additional $40.0 million under the 2020 Margin Facility. On August 26, 2025, we paid off the entire balance of the 2020 Margin Facility in conjunction with the closing of the D&B Sale.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
As of September 30, 2025, there was no outstanding balance under the 2020 Margin Facility, $50 million of unused capacity, and 40 million shares of Alight were pledged as collateral for borrowings.
FNF Revolver
On November 17, 2017, Fidelity National Financial, Inc. ("FNF") issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million. On May 12, 2022, FNF and Cannae amended and restated the revolver note to, among other things, limit the use of proceeds for borrowings thereunder to the repurchase of our own shares of common stock from FNF (as amended and restated, the "FNF Revolver"). Pursuant to the FNF Revolver, FNF may make one or more loans to us with up to $100.0 million outstanding at any time. The FNF Revolver accrues interest at one-month adjusted SOFR plus 450 basis points and matures on November 17, 2025. The maturity date is automatically extended for additional five-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion.
On June 28, 2022, we completed the repurchase of all of our common stock previously held by FNF; accordingly, there is no incremental borrowing capacity available under the FNF Revolver. On January 29, 2024, the FNF Revolver was amended to (i) reduce the borrowing capacity to $60.0 million and (ii) change the interest rate to a fixed rate of 7.0 % per annum. The Company also repaid $25.0 million of outstanding principal under the FNF Revolver.
On March 20, 2025, the FNF Revolver was amended to (i) reduce the borrowing capacity to $47.5 million, (ii) change the interest rate to a fixed rate of 5.0 % per annum, and (3) extend the maturity date to November 17, 2030 with the maturity date automatically extended for additional one-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. In the nine months ended September 30, 2025, the Company also sold real estate to FNF in exchange for a $12.2 million reduction of outstanding principal under the FNF Revolver.
As of September 30, 2025, there was a $47.5 million outstanding principal amount which incurred interest at 5.0 % and there is no available borrowing capacity under the FNF Revolver.
Gross principal maturities of notes payable at September 30, 2025 are as follows (in millions):
| 2025 (remaining) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
At September 30, 2025, the carrying value of our outstanding notes payable approximates fair value and are considered Level 2 financial liabilities.
Note H — Commitments and Contingencies
Legal Contingencies
In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, if any, depart from customary litigation or regulatory inquiries incidental to our business.
Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under "dram shop" laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state employment, franchise and other laws; and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns. Our Restaurant Group companies are also subject to compliance with extensive government laws and regulations related to employment practices and policies and the manufacture, preparation, and sale of food and alcohol. We may also become subject to lawsuits and other proceedings, as well as card network fines and penalties arising out of the actual or alleged theft of our customers' credit or debit card information.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts that represents our best estimate is recorded. As of September 30, 2025 and December 31, 2024, our accrual for settlements of legal proceedings was not considered material. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period in the event of an unfavorable outcome, at present, we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.
On October 23, 2025, a putative class action lawsuit was filed in the Delaware Court of Chancery under the caption, New England Teamsters Pension Fund and Daniel Clark v. William P. Foley II, Anthony M. Jabbour, Thomas M. Hagerty, Douglas K. Ammerman, and Cannae Holdings, Inc., C.A. No. 2025-1220. The plaintiffs allege that the individual defendants, each of whom served as an officer and/or director of Dun & Bradstreet Holdings, Inc. at the relevant time, breached their fiduciary duties in connection with the August 26, 2025 sale of D&B to a private equity firm. Specifically, the complaint asserts that the transaction undervalued D&B's stock, resulting in inadequate cash consideration for its stockholders. The plaintiffs further allege that certain of the individual defendants' knowledge should be imputed to the Company, and on that basis, include a claim against the Company for aiding and abetting the alleged breaches of fiduciary duty. The plaintiffs seek declaratory judgment, monetary damages, and other equitable relief. They also seek to certify a class comprising all former D&B stockholders who exchanged their shares for cash in the transaction, excluding the defendants and any individuals who were officers or directors of D&B at the time the transaction closed. The Company intends to respond to the lawsuit in a timely manner and will vigorously defend against the plaintiffs’ claims.
Unconditional Purchase Obligations
We have certain unconditional purchase obligations, primarily in our Restaurant Group segment. These purchase obligations are with various vendors and are primarily related to food and beverage obligations with fixed commitments in regard to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. We used both historical and projected volume and pricing as of September 30, 2025 to determine the amount of the obligations. Purchase obligations as of September 30, 2025 are as follows (in millions):
2025 (remaining) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total purchase commitments | $ | ||||
Other Contingencies
In conjunction with the JANA Investment, we are potentially liable for the JANA Contingent Consideration. The JANA Contingent Consideration is payable if JANA Partners achieves certain thresholds for assets under management ("AUM") by certain dates. The total $26 million potentially payable for the JANA Contingent Consideration is bifurcated into two tranches as follows: (1) a payment of $16 million if JANA Partners achieves an AUM threshold from September 2026 through December 2028 (the "Initial Payment") and (2) a payment of $10 million if JANA Partners achieves an AUM threshold as of December 31, 2028 (the "Additional Payment"). We consider the Initial Payment probable and have included $16 million in the basis of our investment in JANA Partners and a corresponding liability in Accounts payable and other accrued liabilities, current in our Condensed Consolidated Balance Sheet as of September 30, 2025. We do not consider the Additional Payment to be probable as of September 30, 2025.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Note I — Supplemental Cash Flow Information
The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities.
| Nine months ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Cash paid during the period: | ||||||||||||||
| Interest | $ | $ | ||||||||||||
| Income taxes | ||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Equity in Fulfillment received as consideration in the WD Transaction | ||||||||||||||
| Exchange of real estate as repayment of debt | ( | |||||||||||||
| Contingent consideration for investment in JANA | ||||||||||||||
| Investment in JANA paid through reissuance of common stock from treasury | ||||||||||||||
| Difference between the historical cost of treasury stock and fair value upon reissuance for investment in JANA | ( | |||||||||||||
Note J — Discontinued Operations
Dun & Bradstreet
On March 24, 2025, Dun & Bradstreet announced the D&B Sale. As a result of the pending transaction, it was determined that Dun & Bradstreet should be presented as a discontinued operation in our Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2025. From an accounting perspective, we continued to exert significant influence over D&B; therefore, we continued to account for this investment under the equity method of accounting. As a result of the reclassification of our investment in Dun & Bradstreet as held for sale and a discontinued operation, we marked our investment in D&B to the fair market value implied by the stock price as of March 31, 2025 and recorded an impairment of $68.1 million in the nine months ended September 30, 2025, which is included in Net losses from discontinued operations, net of tax on our Condensed Consolidated Statement of Operations.
On August 26, 2025, the D&B Sale closed and Cannae completed the disposition of its ownership interests in Dun & Bradstreet, Inc. for aggregate proceeds of $540.3 million in cash in exchange for our remaining 59,048,691 shares of common stock (the "D&B Disposition"). Following the consummation of the D&B Disposition, Cannae no longer has any ownership interest in the common stock of D&B.
A reconciliation of the operations of D&B to the Condensed Consolidated Statement of Operations is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Recognized (losses) gains | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Equity in losses of unconsolidated affiliates | ( | $ | ( | ( | |||||||||||||||||||
| Loss from discontinued operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense (benefit) | $ | ( | |||||||||||||||||||||
| Net loss from discontinued operations, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Assets of discontinued operations held for sale on our Condensed Consolidated Balance Sheet as of December 31, 2024 represents our investment in Dun & Bradstreet accounted for under the equity method of accounting.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Summarized statement of operations information for D&B for the relevant dates and time periods included in Net losses from discontinued operations, net of tax in our Statements of Operations is presented below:
| Three Months Ended September 30, 2024 | Six Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | ||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Earnings (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Net earnings (loss) | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net income (loss) attributable to Dun & Bradstreet | ( | ( | |||||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other comparable terminology. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including but not limited to: changes in general economic, business and political conditions, including among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions; risks associated with the Investment Company Act of 1940; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; risks related to the externalization of certain of our management functions to our Manager; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") and other filings with the Securities Exchange Commission ("SEC").
Unless the context indicates otherwise, as used herein, the terms "we," "us," "our," "Cannae," or the "Company" refer collectively to Cannae Holdings, Inc., and its subsidiaries.
The following discussion should be read in conjunction with our Annual Report. For an additional description of our business, including descriptions of segments and recent business developments, see the discussion in Note A - Basis of Financial Statements and Note E - Segment Information to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Part I, Item 2.
Seasonality and Macroeconomic Conditions
Restaurant Group. Average weekly sales per restaurant are typically higher in the first half of the year, and we typically generate a disproportionate share of our earnings from operations in the first half of the year. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.
Recent years were a period of high inflation relative to long-term inflation expectations in the U.S. This inflationary environment primarily impacted the commodity and labor costs of our Restaurant Group. We have adjusted menu pricing to account for these cost increases to an extent, but will continue to balance the impact of inflationary pressures on our costs with the value proposition offered to customers, focusing on long-term profitability.
We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal 2025. These factors include, among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions. In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us.
Our revenues and operating income in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The Critical Accounting Policies and Estimates disclosed in Item 7 of our Annual Report are hereby incorporated by reference. Other than as described below, there have been no changes to our critical accounting policies and estimates.
Investments in unconsolidated affiliates - impairment monitoring. On an ongoing basis, management monitors the Company's investments in unconsolidated affiliates to determine whether there are indications that the fair value of an investment may be other-than-temporarily below our recorded book value of the investment. Factors considered when determining whether a decline in the fair value of an investment is other-than-temporary include, but are not limited to: the length of time and the extent to which the market value has been less than book value, the financial condition and near-term prospects of the investee, and the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value.
As of June 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting was $288.2 million, prior to any impairment. Based on the closing stock price of Alight common shares as of June 30, 2025, the fair value of our investment in Alight was $229.1 million. The fair value measurement is considered a level 1 fair value measure.
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Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition paired with the fact that the fair value has been below our book value for an extended period of time, exceeding one year, management determined the decrease in value of our investment in Alight was other-than-temporary as of June 30, 2025. Accordingly, we recorded an impairment in our investment of Alight of $59.1 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the nine months ended September 30, 2025.
As of September 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting is $147.4 million. Based on the closing stock price of Alight common shares as of September 30, 2025, the fair value of our investment in Alight was $132.0 million. Though we do not currently believe our investment in Alight is other than temporarily impaired, because the fair value is below the book value of our investment as of September 30, 2025, further declines in fair value of the investment, deterioration in Alight's actual or forecasted results of operations or adverse changes in the U.S. macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.
Accounting for Income Taxes. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss ("NOL") and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted.
As of September 30, 2025, we had a net deferred tax asset of $50.4 million, which is primarily attributable to temporary differences for our investments in unconsolidated affiliates held through partnerships. In the nine months ended September 30, 2025, we recorded an additional valuation allowance of $99.0 million on the Company's federal NOL carryforwards, state NOL carryforwards, and certain deferred taxes related to basis differences of our investments. In the first quarter of 2025, it was determined that due to the current market and investee-specific conditions, the ability to utilize the entirety of our deferred tax asset related to basis differences in our investments was less likely than prior periods. One of the factors used in assessing the need for a valuation allowance on net deferred tax assets is whether a company is in a three-year cumulative book loss position and for the three years ended December 31, 2024, the Company was in a cumulative book loss position. The Company’s prospective investment strategy, fluctuations in the fair market value of its ownership interests prior to any dispositions and other factors may influence the timing of reversals of deferred tax assets and liabilities and their ultimate impact on taxable income or loss, which could have an effect on the recoverability of deferred tax assets. As of September 30, 2025, the Company has a federal valuation allowance of $145.2 million representing a full valuation allowance on its federal NOL carryforwards and certain other deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. Additionally, a state valuation allowance of $6.6 million has been recorded representing certain state NOLs where it is not more likely than not that the tax benefit of certain state NOLs will be realized before the NOLs in those certain states expire. At this time, we consider it more likely than not that we will have sufficient taxable income and available excess capital gain from prior year periods that will allow us to realize our remaining deferred tax assets. The Company will continue to monitor the recoverability of deferred tax assets on a quarterly basis and may need to record an additional valuation allowance on its net deferred tax asset in future periods.
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Results of Operations
Consolidated Results of Operations
Net Earnings (Loss). The following table presents certain financial data for the periods indicated:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Restaurant revenue | $ | 94.6 | $ | 102.1 | $ | 295.6 | $ | 316.2 | |||||||||||||||
| Other operating revenue | 12.3 | 11.8 | 24.7 | 26.4 | |||||||||||||||||||
| Total operating revenues | 106.9 | 113.9 | 320.3 | 342.6 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of restaurant revenue | 88.6 | 93.0 | 270.4 | 279.3 | |||||||||||||||||||
| Personnel costs | 12.1 | 18.1 | 62.5 | 60.5 | |||||||||||||||||||
| Depreciation and amortization | 2.9 | 3.3 | 9.0 | 10.0 | |||||||||||||||||||
| Other operating expenses | 16.5 | 17.6 | 73.9 | 74.5 | |||||||||||||||||||
| Total operating expenses | 120.1 | 132.0 | 415.8 | 424.3 | |||||||||||||||||||
| Operating loss | (13.2) | (18.1) | (95.5) | (81.7) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest, investment and other income | 1.9 | 0.8 | 8.1 | 3.6 | |||||||||||||||||||
| Interest expense | (3.3) | (2.9) | (10.4) | (7.5) | |||||||||||||||||||
| Recognized gains (losses), net | 8.1 | 23.1 | (60.9) | (117.9) | |||||||||||||||||||
| Total other income (expense), net | 6.7 | 21.0 | (63.2) | (121.8) | |||||||||||||||||||
| (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (6.5) | 2.9 | (158.7) | (203.5) | |||||||||||||||||||
| Income tax (benefit) expense | (3.8) | (6.4) | 14.6 | 14.2 | |||||||||||||||||||
| (Loss) earnings before equity in earnings (losses) of unconsolidated affiliates | (2.7) | 9.3 | (173.3) | (217.7) | |||||||||||||||||||
| Equity in losses of unconsolidated affiliates | (57.5) | (25.3) | (155.1) | (22.3) | |||||||||||||||||||
| Net loss from continuing operations | (60.2) | (16.0) | (328.4) | (240.0) | |||||||||||||||||||
| Net loss from discontinued operations, net of tax | (10.6) | (1.5) | (97.9) | (24.3) | |||||||||||||||||||
| Net loss | (70.8) | (17.5) | (426.3) | (264.3) | |||||||||||||||||||
| Less: Net loss attributable to non-controlling interests | (2.4) | (3.9) | (6.1) | (5.8) | |||||||||||||||||||
| Net loss attributable to Cannae Holdings, Inc. common shareholders | $ | (68.4) | $ | (13.6) | $ | (420.2) | $ | (258.5) | |||||||||||||||
For the Three Months Ended September 30, 2025 and 2024
The following is a discussion of the material fluctuations in our consolidated results of operations for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The material changes in revenues, expenses and pre-tax loss for the three months ended September 30, 2025 and 2024 are discussed in further detail at the segment level below.
Revenues
Restaurant sales including food and beverage sales, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided.
Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.
Expenses
Our operating expenses consist primarily of personnel costs, cost of restaurant revenue, other operating expenses, and depreciation and amortization.
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Cost of restaurant revenue includes cost of food and beverage, primarily the costs of beef, groceries, produce, seafood, poultry and alcoholic and non-alcoholic beverages, net of vendor discounts and rebates, payroll and related costs and expenses directly relating to restaurant level activities, and restaurant operating costs including occupancy and other operating expenses at the restaurant level.
Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs that are directly attributable to the restaurant-level operations of the Restaurant Group are included in Cost of restaurant revenue.
Depreciation and amortization expense consists of our depreciation related to investments in property and equipment as well as amortization of intangible assets.
Other operating expenses include management fees, carried interest fees, professional fees, advertising costs, travel expenses and impairments of operating assets.
Pre-Tax Earnings (Loss)
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates decrease $9.4 million, or 324.1%, in the three months ended September 30, 2025 compared to the corresponding period in 2024.
Income Taxes
Income tax benefit was $3.8 million and $6.4 million in the three-month periods ended September 30, 2025 and 2024, respectively. Our effective tax rate was 58.5% and (220.7)% in the three months ended September 30, 2025 and 2024, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the three months ended September 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact of equity in losses of unconsolidated affiliates relative to pre-tax losses on our effective tax rate.
Equity in Earnings (Losses) of Unconsolidated Affiliates
Equity in earnings (losses) of unconsolidated affiliates for the three months ended September 30, 2025 and 2024 consisted of the following:
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Alight | (81.7) | (6.6) | |||||||||||||||||||||
| BKFC | 26.6 | (14.4) | |||||||||||||||||||||
| Watkins | 0.1 | — | |||||||||||||||||||||
| JANA | 0.3 | 1.3 | |||||||||||||||||||||
| Other | (2.8) | (5.6) | |||||||||||||||||||||
| Total | $ | (57.5) | $ | (25.3) | |||||||||||||||||||
The equity in losses of Alight in the three months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $1,338.0 million. The equity in earnings of BKFC in the three months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of BKFC's increased player trading income.
For the Nine Months Ended September 30, 2025 and 2024
The following is a discussion of the material fluctuations in our consolidated results of operations for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The material changes in revenues, expenses and pre-tax loss for the nine months ended September 30, 2025 and 2024 are discussed in further detail at the segment level below.
Pre-Tax Earnings (Loss)
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $44.8 million, or 22.0%, in the nine months ended September 30, 2025 compared to the corresponding period in 2024.
Income Taxes
Income tax expense was $14.6 million and $14.2 million in the nine-month periods ended September 30, 2025 and 2024, respectively. Our effective tax rate was (9.2)% and (7.0)% in the nine months ended September 30, 2025 and 2024,
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respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the nine months September 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances on our effective tax rate.
Equity in Losses of Unconsolidated Affiliates
Equity in losses of unconsolidated affiliates for the nine months ended September 30, 2025 and 2024 consisted of the following:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Alight | $ | (165.3) | $ | (15.7) | |||||||||||||||||||
| Black Knight Football | 3.9 | (39.7) | |||||||||||||||||||||
| CSI | 15.7 | 41.1 | |||||||||||||||||||||
| Watkins | (4.7) | — | |||||||||||||||||||||
| JANA | 3.1 | 1.8 | |||||||||||||||||||||
| Other | (7.8) | (9.8) | |||||||||||||||||||||
| Total | $ | (155.1) | $ | (22.3) | |||||||||||||||||||
The equity in losses of Alight in the nine months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $2,321 million. The equity in earnings of BKFC in the nine months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of BKFC's increased player trading income.
Restaurant Group
The following table presents the results from operations of our Restaurant Group segment:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Restaurant revenue | $ | 94.6 | $ | 102.1 | $ | 295.6 | $ | 316.2 | |||||||||||||||
| Total operating revenues | 94.6 | 102.1 | 295.6 | 316.2 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of restaurant revenue | 88.6 | 93.0 | 270.4 | 279.3 | |||||||||||||||||||
| Personnel costs | 4.1 | 4.8 | 12.3 | 15.5 | |||||||||||||||||||
| Depreciation and amortization | 2.3 | 2.6 | 7.2 | 8.0 | |||||||||||||||||||
| Other operating expenses | 5.9 | 5.5 | 17.5 | 18.2 | |||||||||||||||||||
| Total operating expenses | 100.9 | 105.9 | 307.4 | 321.0 | |||||||||||||||||||
| Operating (loss) | (6.3) | (3.8) | (11.8) | (4.8) | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense | (1.6) | (1.5) | (4.7) | (4.1) | |||||||||||||||||||
| Recognized (loss) gains, net | (0.4) | 4.4 | (0.2) | 5.7 | |||||||||||||||||||
| Total other (expense) income | (2.0) | 2.9 | (4.9) | 1.6 | |||||||||||||||||||
| Loss before income taxes and equity in losses of unconsolidated affiliates | $ | (8.3) | $ | (0.9) | $ | (16.7) | $ | (3.2) | |||||||||||||||
For the Three Months Ended September 30, 2025
Total revenues for the Restaurant Group segment decreased $7.5 million, or 7.3%, in the three months ended September 30, 2025, compared to the corresponding period in 2024. The reduction in revenue is primarily attributable to approximately $3.6 million of incremental revenue included in the three months ended September 30, 2024 associated with O'Charley's store locations that were closed prior to the three months ended September 30, 2025 and a decline in comparable store sales.
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Comparable Store Sales. One method we use in evaluating the performance of our restaurants is to compare sales results for restaurants period over period. A new restaurant is included in our comparable store sales figures starting in the first period following the restaurant's first seventy-eight weeks of operations. Changes in comparable store sales reflect changes in sales for the comparable store group of restaurants over a specified period of time. This measure highlights the performance of existing restaurants, as the impact of new restaurant openings is excluded. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.6% and 0.8%, respectively, in the three months ended September 30, 2025 compared to the corresponding period in 2024. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 18.3% and 1.9%, respectively, partially offset by an increase in the average amount spent by guests each visit of 5.7% and 1.2%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.
For the Nine Months Ended September 30, 2025
Total revenues for the Restaurant Group segment decreased $20.6 million, or 6.5%, in the nine months ended September 30, 2025, compared to the corresponding period in 2024. The reduction in revenue is primarily attributable to approximately $8.9 million of incremental revenue included in the nine months ended September 30, 2024 associated with O'Charley's store locations that were closed prior to the nine months ended September 30, 2025 and a decline in comparable store sales.
Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.3% and 0.4%, respectively, in the nine months ended September 30, 2025 compared to the comparable period in 2024. The decrease in 2025 is primarily attributable to O'Charley's and 99 Restaurants brands decrease in guest counts of 16.3% and 2.1% respectively, partially offset by an increase in the average amount spent by guests each visit of 3.6% and 1.7%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.
Alight
As of September 30, 2025, we own approximately 7.7% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results do not consolidate into ours.
Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | 533.0 | $ | 555.0 | $ | 1,609.0 | $ | 1,652.0 | |||||||||||||||
| Gross profit | 178.0 | 174.0 | 525.0 | 523.0 | |||||||||||||||||||
| Net loss from continuing operations | (1,055.0) | (44.0) | (2,145.0) | (169.0) | |||||||||||||||||||
| Net (loss) earnings from discontinued operations | (13.0) | (30.0) | (22.0) | 2.0 | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | (1.0) | — | (2.0) | (2.0) | |||||||||||||||||||
| Net loss attributable to Alight | (1,067.0) | (74.0) | (2,165.0) | (165.0) | |||||||||||||||||||
Details relating to the results of operations of Alight (NYSE: "ALIT") can be found in its periodic reports filed with the SEC.
Black Knight Football
As of September 30, 2025, we own approximately 44.7% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of BKFC on a three-month lag, and accordingly, our net loss for the three months ended September 30, 2025 and 2024 includes our equity in Black Knight Football’s losses for the three and nine months ended June 30, 2025 and 2024, respectively.
Summarized statement of operation information for Black Knight Football for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
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| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | 95.6 | $ | 77.8 | $ | 228.1 | $ | 179.9 | |||||||||||||||
| Operating loss | (9.2) | (12.7) | (46.0) | (70.5) | |||||||||||||||||||
| Losses of unconsolidated affiliates | (0.8) | (3.1) | (3.9) | (9.6) | |||||||||||||||||||
| Net earnings (loss) attributable to BKFC | 58.2 | (30.8) | 10.7 | (100.4) | |||||||||||||||||||
Black Knight Football's total revenue is primarily attributable to Premier League media rights, matchday and sponsorship revenue earned by AFCB.
Total revenues for Black Knight Football increased $17.8 million, or 22.9%, in the three months ended June 30, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $13.2 million, or 20.7%, increase due to AFCB's higher placement in the table along with $2.6 million, or 41.6%, increase as a result of players out on loan in the three-month period.
Total revenues increased $48.2 million, or 26.8%, in the nine months ended June 30, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $27.1 million, or 19.0%, increase due to AFCB's higher placement in the table along with $10.9 million, or 110.0%, increase as a result of players out on loan in the nine-month period.
Operating loss decreased $24.5 million in the nine months ended June 30, 2025 compared to the corresponding period in 2024. The change was primarily attributable to the increase in revenue as noted above, partially offset by increased personnel costs, namely player compensation of $19.2 million, or 16.1% for the nine months ended June 30, 2025.
Net earnings (loss) attributable to BKFC increased $89.0 million in the three months ended June 30, 2025 and increased $111.1 million in the nine months ended June 30, 2025 compared to the corresponding periods in 2024. The change was primarily attributable to the factors noted above, as well as an increase in income from player trading of approximately $73.8 million and $73.5 million in the three and nine months ended June 30, 2025 compared to the corresponding periods in 2024.
JANA
As of September 30, 2025, we own approximately 50.0% of the ownership interest of JANA. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of JANA on a three-month lag, and accordingly, our net earnings (loss) for the three and nine months ended September 30, 2025 includes our equity in JANA’s earnings for the three and nine months ended June 30, 2025, and our net earnings (loss) for the three and nine months ended September 30, 2024 includes our equity in JANA’s earnings for the three months ended June 30, 2024 and for the period from February 21, 2024 through June 30, 2024, respectively.
Summarized statement of operation information for JANA for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
Three months ended June 30, | Nine months ended June 30, 2025 | For the period from February 21, 2024 through June 30, 2024 | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | 5.3 | $ | 10.1 | $ | 31.0 | $ | 15.0 | |||||||||||||||
| Operating income | 1.7 | 6.6 | 18.4 | 10.0 | |||||||||||||||||||
JANA's total revenue is primarily attributable to management fees earned from managing investment funds and performance fees earned which are calculated based on investment performance and various factors, including relative benchmarks, hurdles and preferred returns.
The changes in revenue and operating income for the nine months ended June 30, 2025 relative to the period from February 21, 2024 through June 30, 2024 are not comparable due to the difference in the time periods.
Corporate and Other
The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity ownership interests, activity of the corporate holding company and certain intercompany eliminations and taxes.
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The following table presents the results from operations of our non-reportable Corporate and other segment:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Other operating revenue | $ | 12.3 | $ | 11.8 | $ | 24.7 | $ | 26.4 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Personnel costs | 8.0 | 13.3 | 50.2 | 45.0 | |||||||||||||||||||
| Depreciation and amortization | 0.6 | 0.7 | 1.8 | 2.0 | |||||||||||||||||||
| Other operating expenses | 10.6 | 12.1 | 56.4 | 56.3 | |||||||||||||||||||
| Total operating expenses | 19.2 | 26.1 | 108.4 | 103.3 | |||||||||||||||||||
| Operating loss | (6.9) | (14.3) | (83.7) | (76.9) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest, investment and other income | 1.9 | 0.8 | 8.1 | 3.6 | |||||||||||||||||||
| Interest expense | (1.7) | (1.4) | (5.7) | (3.4) | |||||||||||||||||||
| Recognized gains (losses), net | 8.5 | 18.7 | (60.7) | (123.6) | |||||||||||||||||||
| Total other income (expense) | 8.7 | 18.1 | (58.3) | (123.4) | |||||||||||||||||||
| Earnings (loss) before income taxes and equity in (losses) earnings of unconsolidated affiliates | $ | 1.8 | $ | 3.8 | $ | (142.0) | $ | (200.3) | |||||||||||||||
For the Three Months Ended September 30, 2025
Recognized gains, net in our Corporate and Other segment consists of the following:
| Three months ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Paysafe fair value adjustments | $ | 0.7 | $ | 16.1 | ||||||||||||||||||||||
| Alight dilution | 1.8 | 0.5 | ||||||||||||||||||||||||
| BKFC dilution | 4.5 | 0.8 | ||||||||||||||||||||||||
| Dayforce fair value adjustments | — | 6.4 | ||||||||||||||||||||||||
| Other, net | 1.5 | (5.1) | ||||||||||||||||||||||||
| Recognized gains, net | $ | 8.5 | $ | 18.7 | ||||||||||||||||||||||
For the Nine Months Ended September 30, 2025
Recognized losses, net in our Corporate and Other segment consists of the following:
| Nine months ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Alight impairment | $ | (59.1) | $ | — | ||||||||||||||||||||||
| WD Transaction | 16.8 | — | ||||||||||||||||||||||||
| Put Right fair value adjustments | (13.2) | — | ||||||||||||||||||||||||
| Paysafe fair value adjustments | (10.3) | 30.0 | ||||||||||||||||||||||||
| Other fair value adjustments | (7.5) | 4.9 | ||||||||||||||||||||||||
| Alight dilution | 2.7 | (9.7) | ||||||||||||||||||||||||
| BKFC dilution | 7.6 | 0.6 | ||||||||||||||||||||||||
| Sightline impairment | — | (141.0) | ||||||||||||||||||||||||
| Dayforce fair value adjustments | — | (4.5) | ||||||||||||||||||||||||
| Other, net | 2.3 | (3.9) | ||||||||||||||||||||||||
| Recognized losses, net | $ | (60.7) | $ | (123.6) | ||||||||||||||||||||||
Discontinued Operations
As a result of the D&B Sale, the financial results of D&B have been reclassified to discontinued operations. See Note J to
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our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for further details on the amounts included in discontinued operations for all periods presented.
Liquidity and Capital Resources
Cash Requirements. Our short and long term cash requirements include management fees, personnel costs, other operating expenses, taxes, payments of interest and principal on our debt, capital expenditures, dividends on our common stock, and other potential business acquisitions or investments. On November 4, 2025, our Board declared cash dividends of $0.15 per share, payable on December 31, 2025, to Cannae common shareholders of record as of December 17, 2025. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases (including, but not limited to, the purchase of the common stock underlying the Put Right) and debt repayments.
As of September 30, 2025, we had cash and cash equivalents of $233.8 million, of which $225.8 million was cash held by the corporate holding company, and $50.0 million of immediate capacity under our existing holding company credit facilities.
We continually assess our capital allocation strategy, including decisions relating to monetizing investments, reducing debt, repurchasing our stock, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all of our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts.
We are focused on evaluating our assets and ownership interests as potential vehicles for creating liquidity. Our intent is to use that liquidity for general corporate purposes, including future acquisitions, potentially reducing debt, repurchasing shares of our stock, paying dividends on our stock, other strategic initiatives and/or conserving cash.
Cash Flows for the Nine Months Ended September 30, 2025
The Company is engaged in actively managing and operating a core group of operating companies. The Company accounts for many of its material holdings on an unconsolidated basis and therefore, a material portion of the cash inflow the Company generates is reported in cash flows from investing activities pursuant to GAAP. As a result of such accounting treatment, the Company expects to continue to generate a material portion of its cash inflow from activities classified as investing activities under GAAP and does not expect to generate positive operating cash flows on a regular basis. The cash requirements of the Company typically come from the activities classified as investing activities under GAAP as we receive distributions from unconsolidated affiliates and at times sell a portion or all of our investment in these various operating companies.
Operating Cash Flow. Our cash flows used in operations for the nine months ended September 30, 2025 and 2024 totaled $34.1 million and $78.1 million, respectively. The decrease in cash used in operations of $44.0 million is primarily attributable to tax refunds received of $23.1 million and lower operating expenses, including professional fees, in the 2025 period compared to the 2024 period.
Investing Cash Flows. Our cash flows provided by investing activities for the nine months ended September 30, 2025 and 2024 were $493.8 million and $307.1 million, respectively. The increase in cash provided by investing activities of $186.7 million in the 2025 period from the 2024 period is primarily attributable to our current year sale of our remaining interest in D&B for proceeds of $629.8 million partially offset by prior year proceeds from the sale of a portion of our interest D&B of $100.9 million and $264.0 million proceeds from sales of Dayforce and by a $79.3 million increase in purchases of new investments made in the 2025 period compared to the 2024 period.
Financing Cash Flows. Our cash flows used in financing activities for the nine months ended September 30, 2025 and 2024 were $357.4 million and $174.5 million, respectively. The increase in cash used in financing activities of $182.9 million is primarily attributable to the decreased borrowings of $61.1 million, increased repayments of debt of $113.9 million and increased dividends paid of $8.5 million in the 2025 period compared to the 2024 period.
Financing Arrangements. For a description of our financing arrangements, see Note G - Notes Payable included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 2 of Part I.
Seasonality. There have been no material changes to the seasonality experienced in our businesses from those described for the period as of and for the year ended December 31, 2024 included in our Annual Report.
Contractual Obligations. Our long-term contractual obligations generally include our credit agreements and other debt facilities, lease payments and financing obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Manager.
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Operating lease payments include the expected future rent payments of the Company and its operating subsidiaries, primarily for the Restaurant Group. The operating leases are accounted for pursuant to ASC 842 Leases.
Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Restaurant Group has unconditional purchase obligations with various vendors, primarily related to food and beverage obligations with fixed commitments in regard to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. Future purchase obligations are estimated by assuming historical purchase activity over the remaining, non-cancellable terms of the various agreements. For agreements with minimum purchase obligations, at least the minimum amounts we are legally required to purchase are included. These agreements do not include fixed delivery terms. We used both historical and projected volume and pricing as of September 30, 2025 to determine the amount of these obligations.
As of September 30, 2025, our required future payments relating to these contractual obligations were as follows:
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Operating lease payments | $ | 6.2 | $ | 24.5 | $ | 22.9 | $ | 20.9 | $ | 17.8 | $ | 110.7 | $ | 203.0 | |||||||||||||||||||||||||||
| Unconditional purchase obligations | 15.4 | 8.9 | 5.2 | 3.2 | — | — | 32.7 | ||||||||||||||||||||||||||||||||||
| Notes payable | 2.0 | 13.5 | 0.2 | 2.1 | 0.1 | 50.9 | 68.8 | ||||||||||||||||||||||||||||||||||
| Fees payable to Manager | 1.9 | 18.0 | — | — | — | — | 19.9 | ||||||||||||||||||||||||||||||||||
| Restaurant Group financing obligations | 0.1 | 0.4 | 0.4 | 0.3 | 0.3 | — | 1.5 | ||||||||||||||||||||||||||||||||||
| Total | $ | 25.6 | $ | 65.3 | $ | 28.7 | $ | 26.5 | $ | 18.2 | $ | 161.6 | $ | 325.9 | |||||||||||||||||||||||||||
Capital Stock Transactions. On August 3, 2022, our Board authorized a three-year stock repurchase program (the "2022 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through August 3, 2025. The repurchase program does not obligate the Company to acquire any specific number of shares and may be suspended or terminated at any time.
During the nine months ended September 30, 2025, we repurchased a total of 2,295,463 shares of Cannae common stock for approximately $42.1 million in the aggregate, or an average of $18.33 per share under the 2022 Repurchase Program. Since the original commencement of the 2022 Repurchase Program through market close on September 30, 2025, we have repurchased a total of 10.0 million shares of Cannae common stock for approximately $193.1 million in the aggregate, or an average of $19.31 per share. As of the date of this Quarterly Report, there are no shares available for repurchase under the 2022 Repurchase Program.
On October 29, 2023, our Board authorized a stock repurchase program (the "2023 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program.
During the three months ended September 30, 2025, we repurchased a total of 6,212,998 shares of Cannae common stock for approximately $120.4 million in the aggregate, or an average of $19.38 per share under the 2023 Repurchase Program. During the nine months ended September 30, 2025, we repurchased a total of 9,705,074 shares of Cannae common stock for approximately $189.8 million in the aggregate, or an average of $19.56 per share under the 2023 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 294,926 shares of Cannae common stock for approximately $5.4 million in the aggregate, or an average of $18.21 per share, pursuant to the 2023 Repurchase Program. Since the original commencement of the 2022 Repurchase Program through market close on November 7, 2025, we have repurchased a total of 10,000,000 shares of Cannae common stock for approximately $195.2 million in the aggregate, or an average of $19.52 per share. As of the date of this Quarterly Report, there are no shares available for repurchase under the 2023 Repurchase Program.
On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. As of September 30, 2025, we have not made any purchases under the 2025 Repurchase Program and there are 10.0 million shares available for repurchase under the 2025 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 2,003,608 shares of Cannae common stock for approximately $36.9 million in the aggregate, or an average of $18.38 per share, pursuant to the
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2025 Repurchase Program. As of the date of this Quarterly Report, there are 7,996,392 shares available for repurchase under the 2025 Repurchase Program.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
During the three months ended September 30, 2025, there have been no material changes in the market risks described in Part II, Item 7A "Quantitative and Qualitative Disclosures about Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of September 30, 2025, to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is: (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II: OTHER INFORMATION
Item 1. Legal Proceedings
See discussion of legal proceedings in Note H - Commitments and Contingencies to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 1 of Part II.
Item 1A. Risk Factors
The risk factors disclosed in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2024 are hereby incorporated by reference. In addition, we identified the following additional risk.
We are currently the subject of a proxy contest, which could distract our management, disrupt our operations, result in incremental costs and adversely affect our results of operations, financial condition and stock price.
Our Board and management value constructive input from our shareholders and are committed to acting in the best interests of all of our shareholders. However, we may be subject to actions or proposals from shareholders or others that may not align with the Company’s business strategies or the interests of our other shareholders.
We have recently received notice of a proxy solicitation effort by a shareholder seeking to nominate directors to our Board and influence the outcome of our upcoming annual meeting. This proxy contest could result in a change in the composition of our Board or executive officers and potentially alter our corporate governance or strategic direction.
A proxy contest can be disruptive and costly, even if unsuccessful. It may divert the attention of our Board and management from their regular duties and the execution of our business strategy. In addition, responding to a proxy contest could require significant time and expense, including legal and advisory fees, which could negatively impact our financial condition. Our aggregate expenses, including those of our outside legal counsel and other outside advisors, related to our solicitation of proxies in excess of expenses normally spent for an annual meeting in which there is not a proxy contest, and excluding salaries and wages of our regular employees and officers, are expected to be approximately $5.9 million.
If the dissident shareholder is successful in its efforts, it may result in uncertainty regarding our future plans and policies and in potential material obligations. Moreover, there is no assurance that the dissident shareholder will pursue initiatives that are aligned with our business strategy. Any resulting changes to our Board, executive officers or strategic direction could also be viewed negatively by the market, employees, customers, or other stakeholders, which may lead to increased stock price volatility, a loss of key personnel, or disruptions in our business relationships.
Furthermore, public disputes with activist shareholders may damage our reputation, strain relationships with investors, and increase the risk of future shareholder activism. There can be no assurance that the outcome of the proxy contest will be favorable to us or the amount of expense related to the proxy contest we will incur.
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||||||||||||||||||||||||||
The following table summarizes repurchases of equity securities by the Company during the three months ended September 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 (1)(2)(3) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (4) | ||||||||||||||||||||||
| Beginning Balance | 16,507,924 | |||||||||||||||||||||||||
| 7/1/2025 - 7/31/2025 | 1,330,319 | $ | 21.43 | 1,330,319 | 15,177,605 | |||||||||||||||||||||
| 8/1/2025 - 8/31/2025 | 2,279,293 | 18.75 | 2,279,293 | 12,898,312 | ||||||||||||||||||||||
| 9/1/2025 - 9/30/2025 | 2,603,386 | 18.89 | 2,603,386 | 10,294,926 | ||||||||||||||||||||||
| Total | 6,212,998 | $ | 19.38 | 6,212,998 | ||||||||||||||||||||||
(1) On October 29, 2023, our Board approved the 2023 Repurchase Program, under which we may purchase up to 10 million shares of our CNNE common stock.
(2) On March 24, 2025, our Board approved the 2025 Repurchase Program, under which we may purchase up to 10 million shares of our CNNE common stock.
(3) During the third quarter of 2025, we adopted a Rule 10b-18 and 10b5-1 trading plan which allows the Company to purchase shares of our common stock under our announced repurchase programs during certain restricted blackout periods. During the term of the Rule 10b-18 and10b5-1 trading plan, purchases of common stock are automatic to the extent the conditions of the plan’s trading instructions are met. We are not obligated to purchase shares under our stock repurchase program outside of the Rule 10b-18 and 10b5-1 trading plan.
(4) As of the last day of the applicable month.
| Item 3. Defaults Upon Senior Securities | ||||||||||||||||||||||||||
None.
| Item 4. Mine Safety Disclosures | ||||||||||||||||||||||||||
Not applicable.
| Item 5. Other Information | ||||||||||||||||||||||||||
During the three months ended September 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," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
(a) Exhibits:
EXHIBIT INDEX
| 10.1 | Margin Loan Agreement, dated as of August 27, 2025 by and among Cannae Funding A, LLC, the lenders from time to time thereto and Bank of America as administrative agent and calculation agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed August 28, 2025). | |||||||
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1^ | Certification by Principal Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | |||||||
| 32.2^ | Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | |||||||
| 101.INS‡ | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101. | |||||||
| * Filed herewith. | ||||||||
| ^ Furnished, not filed. | ||||||||
‡ The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | November 10, 2025 | CANNAE HOLDINGS, INC. (registrant) | ||||||||||||
| By: | /s/ Bryan D. Coy | |||||||||||||
| Bryan D. Coy | ||||||||||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||||||
37
FAQ
How did Cannae Holdings (CNNE) perform in Q3 2025?
Q3 operating revenues were $106.9 million, operating loss was $13.2 million, and net loss attributable to common shareholders was $68.4 million.
What drove CNNE’s equity in losses of unconsolidated affiliates?
Equity in losses totaled $57.5 million, primarily from Alight, partially offset by positive results from BKFC.
What cash did CNNE receive from the Dun & Bradstreet exit?
Cannae received $89.5 million from selling 10.0M shares in Q2 and $540.3 million at closing on Aug 26, 2025 for its remaining 59,048,691 shares.
How much cash did CNNE have at quarter-end?
Cash and cash equivalents were $233.8 million as of September 30, 2025.
What share repurchases did CNNE make in 2025?
Through Q3 2025, CNNE repurchased 9,705,074 shares for $189.8 million (2023 program) and 2,295,463 shares for $42.1 million (2022 program), with additional repurchases after quarter-end.
How many CNNE shares were outstanding?
Shares outstanding were 51,578,136 as of September 30, 2025 and 49,285,406 as of November 7, 2025.
What is the status of CNNE’s 2020 Margin Facility?
Amended on Aug 27, 2025: capacity $50 million, maturity extended to Aug 27, 2028, and D&B removed from collateral.
Cannae Holdings
NYSE:CNNE
CNNE Rankings
CNNE Latest News
CNNE Latest SEC Filings
Nov 10, 2025
[DFAN14A] Cannae Holdings, Inc. SEC Filing
Nov 10, 2025
[8-K] Cannae Holdings, Inc. Reports Material Event
Nov 7, 2025
[DFAN14A] Cannae Holdings, Inc. SEC Filing
Nov 6, 2025
[DFAN14A] Cannae Holdings, Inc. SEC Filing
Nov 5, 2025
[13F-HR] Cannae Holdings, Inc. SEC Filing
CNNE Stock Data
867.40M
43.33M
12.07%
95.65%
4.77%
Restaurants
Retail-eating & Drinking Places
United States
LAS VEGAS