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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 4, 2026
CANNAE HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
1-38300
(Commission File Number)
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| Nevada | | 82-1273460 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (IRS Employer Identification Number) |
1701 Village Center Circle
Las Vegas, Nevada 89134
(Addresses of Principal Executive Offices)
(702) 323-7330
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Cannae Common Stock, $0.0001 par value | | CNNE | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 4, 2026, Woodrow Tyler and Mark Linehan informed the Board of Directors (the “Board”) of Cannae Holdings, Inc. (the “Company”) of their intention not to stand for re-election at the Company’s December 11, 2026 Annual Meeting of Shareholders (the “Annual Meeting”). This decision by each of Messrs. Tyler and Linehan did not involve any disagreement on any matter relating to the Company, its operations, policies or practices.
Following the Annual Meeting, the Board has determined the size of the Company’s Board will be ten members.
On November 5, 2026, the Company issued a press release regarding these changes to the Company's Board. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On November 4, 2026, the Board approved a change to the terms of the equity incentive awards granted to each of the directors of our Board which provides that the outstanding and unvested restricted stock and equity incentive awards will become immediately vested if any director resigns or elects to not stand for re-election to the Board.
The Company sent a letter dated November 5, 2026 to our Board notifying the directors of this change to their unvested restricted stock awards, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
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| Item 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit | | Description |
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| 10.1 | | | | Letter to Directors dated November 5, 2026 |
| 99.1 | | | | Press Release |
| 104 | | | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Cannae Holdings, Inc. | |
| Date: | November 5, 2026 | By: | /s/ Michael L. Gravelle | |
| | | Name: | Michael L. Gravelle | |
| | | Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Exhibit 99.1
Cannae Holdings, Inc. Announces Reduction in the Size of its Board of Directors to Ten Members
~ Woodrow Tyler and Mark Linehan will not Stand for Re-election
at Cannae’s 2026 Annual Meeting of Shareholders ~
LAS VEGAS, November 5, 2026 – Cannae Holdings, Inc. (NYSE: CNNE) ("Cannae" or the "Company") today announced that Woodrow (“Woody”) Tyler and Mark Linehan each notified the Board of Directors that they will not stand for re-election at Cannae’s December 11, 2026 Annual Meeting of Shareholders.
“On behalf of the Board, we thank Woody and Mark for their service to Cannae,” Douglas K. Ammerman, Chairman of Cannae’s Board of Directors, commented. "Woody and Mark have brought significant experience and valuable perspectives to our Board, and we appreciate the work they have done in helping drive Cannae’s strategy and governance forward."
Following Cannae’s 2026 Annual Meeting of Shareholders, the Board has determined the size of Cannae’s Board will be ten members.
About Cannae Holdings, Inc.
Cannae is a diversified holding company that provides shareholders a unique opportunity to generate returns through owning a portfolio of operating businesses. The Company is transitioning its portfolio to focus on sports and entertainment-related assets, with the goal of building a more concentrated and synergistic portfolio designed to generate long-term investment returns and stock price appreciation for shareholders. We believe Cannae’s permanent capital base, long-term ownership and active involvement in the management and operations of our companies help maximize the value of those businesses for our shareholders.
Cannae primarily acquires interests in operating companies and is actively engaged in managing and operating a core group of those companies. 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 shareholders. 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. For more information, see cannaeholdings.com.
Forward-Looking Statements and Risk Factors
This communication includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business, strategic plans, future performance, return of capital, and the impact of our actions on shareholder value, and commitments outlined in this communication or elsewhere. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” and similar references to future periods, or by the inclusion of forecasts or projections. We caution readers not to place undue reliance on forward-looking statements. We expect that certain disclosures made in this communication may be updated or revised in the future as the quality and completeness of our data and methodologies continue to improve. Important factors that could cause actual results to differ materially from expectations are described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors, except where we are expressly required to do so by law.
Company contact:
Jamie Lillis, Managing Director, Solebury Strategic Communications, 203-428-3223, jlillis@soleburystrat.com
