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Carronade Capital Master, LP, which beneficially owns approximately 3.2 million shares of Cannae Holdings, Inc., has filed a definitive proxy statement and is soliciting votes on a GOLD proxy card to elect four director nominees at Cannae’s 2025 annual meeting. Carronade argues that Cannae’s board and management have delivered weak shareholder returns since the 2017 spin-out and highlights that Cannae’s shares traded at a 33% discount to its reported net asset value per share as of September 30, 2025. It cites long-term underperformance versus self-selected proxy peers and the Russell 2000 Index Financials, and questions past compensation and governance decisions, including payments and rights granted to founder Bill Foley. Carronade is asking shareholders to vote for its four nominees, against the company’s executive compensation proposal, and has launched a dedicated campaign website, ImproveCannae.com, along with related online and social media communications.
Tyler Woodrow, a director of Cannae Holdings, Inc. (CNNE), reported acquiring 854 shares of common stock on 09/30/2025 at a price of $18.31 per share under the company Director Retainer Election Program. Following this transaction, Mr. Woodrow beneficially owns 5,069 shares in a direct capacity. The Form 4 is filed by one reporting person and was signed on behalf of the reporting person by an attorney-in-fact.
Erika Meinhardt, a director of Cannae Holdings, Inc. (CNNE), acquired 922 shares of the company's common stock on 09/30/2025 at a price of $18.31 per share under the Director Retainer Election Program. After this transaction she beneficially owns 136,124 shares in a direct capacity. The Form 4 was signed by an attorney-in-fact on 10/01/2025. This filing records a routine director compensation election resulting in an incremental increase in the director's direct shareholdings.
Hugh R. Harris, a director of Cannae Holdings, Inc. (CNNE), acquired 888 shares of the company's common stock on 09/30/2025 at a price of $18.31 per share under the Director Retainer Election Program. Following this transaction, Mr. Harris beneficially owned 59,035 shares in a direct capacity. The Form 4 filing was executed on 10/01/2025 by Carol Nairn as attorney-in-fact. The report reflects a routine issuance tied to director compensation rather than an open-market purchase or sale.
Douglas K. Ammerman, a director of Cannae Holdings, Inc. (CNNE), reported acquiring 3,140 shares of the company's common stock on 09/30/2025 at a reported price of $18.31 per share under the Director Retainer Election Program. After the transaction, Mr. Ammerman beneficially owned 38,903 shares. The Form 4 was signed by an attorney-in-fact on 10/01/2025. The filing discloses a non-derivative purchase by an insider as part of a director compensation election; no options, dispositions, or other derivative transactions are reported.
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.
Carronade Capital Master, LP and affiliated investors have filed proxy materials to solicit support for a slate of four director nominees for election to the Board of Cannae Holdings, Inc. at the 2025 annual meeting of shareholders. Carronade first nominated these individuals in December 2024 and resubmitted the nominations on September 4, 2025 after the company set the 2025 meeting for December 12, 2025, more than 175 days after the prior year’s meeting date.
The group, referred to as Carronade Capital, has filed a preliminary proxy statement and intends to use a GOLD universal proxy card. As of the filing, Carronade directly beneficially owns 3,012,218 shares of Cannae common stock, and an additional 176,809 shares are held in an account managed by Carronade Capital Management, for an aggregate of 3,189,027 shares that Carronade Capital Management may be deemed to beneficially own. Each of the four nominees individually holds a small direct position in Cannae shares.
Carronade Capital filed Amendment No. 1 to its Schedule 13D for Cannae Holdings, Inc. (CNNE) to resubmit director nominations after the issuer delayed its 2025 annual meeting to December 12, 2025. Carronade reports directly holding 3,012,218 shares (approximately 5.6%) and, together with a Managed Account holding 176,809 shares, beneficially owning 3,189,027 shares (approximately 5.9%) of 54,200,000 outstanding shares per the issuer's August 29, 2025 report. The filing confirms Carronade nominated Mona Aboelnaga, Benjamin C. Duster IV, Dennis A. Prieto and Cherie L. Schaible for election at the delayed annual meeting, states there were no transactions in the past 60 days, and references signed Engagement and Indemnification Agreements with each nominee.
The Vanguard Group reports beneficial ownership of 5,831,443 shares of Cannae Holdings Inc common stock, representing 10.41% of the class. Vanguard lists 5,415,433 shares as subject to sole dispositive power and 350,855 shares as subject to shared voting power. The filing identifies Vanguard as an investment adviser organized in Pennsylvania and gives its address in Malvern, PA. The statement certifies the securities were acquired and are held in the ordinary course of business and not to influence control of the issuer. The filing includes issuer address in Las Vegas and is signed by Ashley Grim, Head of Global Fund Administration.
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.