[Form 4/A] Cannae Holdings, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Amended Form 4 for Cannae Holdings (CNNE) — This filing corrects a prior Form 4 to report that director Malcolm C. Holland III received a 2024 annual restricted stock award dated November 14, 2024 for 6,119 restricted shares at a reported price of $0. The shares are scheduled to vest in three equal annual installments beginning November 14, 2025. After the reported grant, the filing shows 26,915 shares beneficially owned directly, plus 1,942 shares held indirectly through Holland III Family LP and 8,058 shares held indirectly in Malcolm Holland IRA. The amendment states the correction was due to a technical error in the registrant's electronic filing system.

Positive

• Accurate disclosure restored: Amendment corrects the grant date and share count, improving regulatory transparency.
• Standard retention alignment: Shares vest in three equal annual installments, aligning director incentives with long-term performance.
• No cash purchase price: Award reported at $0, indicating a restricted stock grant rather than an open-market purchase.

Negative

• None.

Insights

Financial Analyst

TL;DR: Clerical amendment confirms director received a standard 2024 restricted stock award of 6,119 shares with multi-year vesting.

The amended Form 4 clarifies the grant date and share count for a director-level equity award and reports the resulting direct and indirect beneficial ownership. The award is reported at $0, consistent with a standard equity grant rather than an open-market transaction. Vesting in three equal annual installments is a typical retention structure and aligns this director's award timing with other directors, per the filing. This item is routine and non-dilutive from the perspective of open-market sales; however, it does increase insider alignment with long-term shareholder outcomes.

Corporate Governance Expert

TL;DR: Amendment corrects ministerial filing error; compensation structure appears standard for directors.

The filing corrects administrative details—grant date and share count—so disclosure is now consistent with other directors' awards in 2024. The three-year vesting schedule supports director retention and aligns incentives with long-term performance, while the zero purchase price indicates a restricted stock grant rather than a market purchase. No executive departure, material litigation, or governance change is disclosed. This is a compliance-focused amendment, improving transparency.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Holland C Malcolm III

(Last) (First) (Middle)

1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS NV 89134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cannae Holdings, Inc. [ CNNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/15/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/14/2024		A		6,119(1)	A	$0	26,915	D
Common Stock								1,942	I	Holland III Family LP
Common Stock								8,058	I	Malcolm Holland IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Due to a technical error in the registrant's electronic filing system that was previously undetected, this amended Form 4 is being filed to report the correct date of grant (November 14, 2024) and the correct number of restricted shares subject to the reporting person's restricted stock award (6,119) for the reporting person's 2024 annual restricted stock award. The correct date and number of shares are consistent with the annual restricted stock awards received by the registrant's other directors in 2024. The shares will vest in three equal annual installments beginning November 14, 2025.

	/s/ Carol Nairn, as attorney-in-fact	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What change does the amended Form 4 for CNNE report?

The amendment corrects the grant date to November 14, 2024 and the restricted share amount to 6,119 shares for director Malcolm C. Holland III.

How do the restricted shares vest for Malcolm C. Holland III?

The 6,119 restricted shares will vest in three equal annual installments beginning on November 14, 2025.

What is the reporting person's beneficial ownership after the grant?

After the reported transaction the filing shows 26,915 shares owned directly, plus 1,942 shares indirectly via Holland III Family LP and 8,058 shares indirectly via Malcolm Holland IRA.

Why was an amended Form 4 filed on this matter?

The filing states a technical error in the registrant's electronic filing system caused incorrect original reporting, and this amendment corrects date and share count.

Was there a cash payment for these restricted shares?

No cash price was reported; the transaction is recorded at a price of $0, indicating a grant of restricted stock.