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

Rhea-AI Filing Summary

Cannae Holdings director Frank R. Martire reported multiple open-market dispositions of the company's common stock in late August and early September 2025. On 08/29/2025 he sold 106,855 shares at a weighted-average price of $18.629, leaving 26,478 shares held indirectly in the Frank and Marisa Martire 2012 Florida Trust. On 09/02/2025 he sold those 26,478 trust-held shares at a weighted-average price of $18.434, reducing the trust position to 0. The filing also lists a disposition of 199,619 shares (non-derivative) in Table I. Transactions were reported on a Form 4 filed by a single reporting person and signed by an attorney-in-fact on 09/03/2025.

Positive

• None.

Negative

• Large insider disposals: 106,855 shares sold on 08/29/2025 at a weighted-average $18.629 and 26,478 shares sold on 09/02/2025 at a weighted-average $18.434.
• Trust position eliminated: The Frank and Marisa Martire 2012 Florida Trust reported holdings reduced to 0 following the 09/02/2025 sale.
• Additional disposition listed: Table I includes a disposition of 199,619 non-derivative shares without further explanatory detail in the filing.

Insights

Financial Analyst

TL;DR: Director-level open-market selling totaling several large tranches could signal portfolio rebalancing but reduces insider-held shares.

The filing documents systematic sales by a director: 106,855 shares sold on 08/29/2025 at a weighted-average price of $18.629 and 26,478 shares sold on 09/02/2025 at a weighted-average price of $18.434. The report also shows a separate disposition of 199,619 shares in Table I. These are non-derivative, open-market transactions executed in multiple sales with weighted-average pricing provided. From a financial perspective, the disposals materially reduce the reported indirect holdings in the named trust from 26,478 to zero and lower overall insider-held equity. The filing does not state reasons for the sales, proceeds, or any new holdings, so valuation or tax-motivated explanations cannot be determined from this document alone.

Corporate Governance Expert

TL;DR: Significant insider sales by a director raise governance and signaling considerations for investors despite no allegation of wrongdoing in the filing.

The report shows a director-related insider executing multiple disposals in close succession, including 106,855 shares and 26,478 shares with specified weighted-average prices and a listed disposition of 199,619 shares. All transactions are non-derivative and reported on Form 4 by one reporting person. From a governance standpoint, concentrated selling by senior insiders merits attention regarding timing, use of trading plans, or potential conflicts, but this filing does not indicate whether trades were pursuant to a pre-established Rule 10b5-1 plan or other arrangements. No regulatory violations or intent are claimed; the filing provides transaction mechanics and pricing ranges only.

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MARTIRE FRANK R

(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)
08/29/2025

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

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	08/29/2025		S		106,855	D	$18.629(1)	26,478	I	Frank and Marisa Martire 2012 Florida Trust
Common Stock	09/02/2025		S		26,478	D	$18.434(2)	0	I	Frank and Marisa Martire 2012 Florida Trust
Common Stock								199,619	D

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. This transaction was executed in multiple sales at prices ranging from $18.59 to $18.74. The price represents a weighted average price of the shares. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the shares sold at each separate price.

2. This transaction was executed in multiple sales at prices ranging from $18.33 to $18.59. The price represents a weighted average price of the shares. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the shares sold at each separate price.

	/s/ Carol Nairn, as attorney-in-fact	09/03/2025
	** 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.
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FAQ

What insider transactions did Frank R. Martire report for CNNE?

The Form 4 reports sales of 106,855 shares on 08/29/2025 at a weighted-average price of $18.629 and 26,478 shares on 09/02/2025 at a weighted-average price of $18.434. The form also lists a disposition of 199,619 shares in Table I.

Did the filing show any remaining trust holdings after the sales?

No. The filing shows the Frank and Marisa Martire 2012 Florida Trust held 26,478 shares after the 08/29/2025 sale and 0 shares after the 09/02/2025 sale.

Were the sale prices provided for the transactions?

Yes. The 08/29/2025 sales had prices ranging from $18.59 to $18.74 with a weighted-average of $18.629. The 09/02/2025 sales ranged from $18.33 to $18.59 with a weighted-average of $18.434.

Who signed the Form 4 filing?

The Form 4 was signed by /s/ Carol Nairn, as attorney-in-fact on 09/03/2025.

Was the Form 4 filed by multiple reporting persons?

No. The filing indicates it was a Form filed by One Reporting Person.