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

Rhea-AI Filing Summary

Ryan R. Caswell, CEO of Cannae Holdings (CNNE), reported transactions dated 08/13/2025. The filing shows an acquisition of 100,000 restricted stock units (RSUs), increasing RSU holdings to 350,000 after the grant. Each RSU represents the right to one share, includes pass-through voting and accrued dividend rights, and vests in three equal annual installments beginning August 13, 2026. The filing also reports a disposition of 266,846 shares of common stock. The form was filed by one reporting person and signed by an attorney-in-fact.

Positive

• 100,000 RSU grant documented, indicating ongoing executive compensation alignment
• RSUs include pass-through voting and dividend rights, preserving governance linkage until settlement
• Clear vesting schedule: three equal annual installments beginning August 13, 2026

Negative

• Disposition of 266,846 common shares reported with no explanation of purpose or plan
• Form does not indicate a 10b5-1 plan or other pre-arranged trading plan for the sale

Insights

Financial Analyst

TL;DR: Insider received a significant RSU grant and concurrently disposed of common shares; overall disclosure is routine compensation and ownership activity.

The 100,000 RSU grant is compensation-related and vests over three years starting August 13, 2026, which aligns management incentives with future company performance. The RSUs carry pass-through voting and dividend rights until settlement, meaning the reporting person retains economic and some governance linkage during vesting. The reported disposition of 266,846 common shares is material in absolute terms but the filing does not state proceeds or reasons, so impact on outstanding float or insider ownership percentage cannot be determined from this form alone. No derivatives or option exercises were reported.

Corporate Governance Expert

TL;DR: Grant structure is standard long-term incentive; disclosure is clear on vesting and rights but lacks context on rationale for share disposition.

The RSU grant with pass-through voting is a common mechanism to align executive incentives while preserving shareholder voting until settlement. Vesting in three equal annual installments is standard and disclosed explicitly. The filing transparently records the disposal of 266,846 shares, but does not include any plan-based designation or Rule 10b5-1 election notation; the form-checkboxes indicate no contract plan was checked. From a governance perspective, the filing meets Section 16 reporting requirements but provides no explanation for the simultaneous share sale, which investors may seek in separate communications.

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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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).

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^*

Caswell Ryan R.

(Last) (First) (Middle)

1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS NV 89135

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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
Restricted Stock Units(1)	08/13/2025		A		100,000(2)	A	$0	350,000	D
Common Stock								266,846	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. Each restricted stock unit ("RSU") represents the contingent right to receive one share of the registrant's common stock. The RSUs contain pass-through voting rights and rights to accrued dividends (if any are declared by the Company during the vesting period) and are payable upon vesting.

2. The RSUs vest in three equal annual installments beginning August 13, 2026.

	/s/ Carol Nairn, as attorney-in-fact	08/13/2025
	** 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 did CNNE insider Ryan R. Caswell acquire on 08/13/2025?

He was granted 100,000 restricted stock units (RSUs), each representing the right to one share and carrying pass-through voting and dividend rights.

When do the RSUs granted to the CNNE CEO vest?

The RSUs vest in three equal annual installments beginning August 13, 2026.

How many RSUs does the reporting person beneficially own after the transaction?

The filing reports 350,000 RSUs beneficially owned following the reported transaction.

Did the filing report any sale or disposal of CNNE common stock?

Yes, the filing reports a disposition of 266,846 shares of common stock on the same reporting date.

Does the Form 4 indicate the sale was made under a 10b5-1 trading plan?

No check-box or notation in the filing indicates the transaction was made pursuant to a 10b5-1 plan.

Who signed the Form 4 filing for Ryan R. Caswell?

The form is signed by Carol Nairn, as attorney-in-fact on behalf of the reporting person.