Cannae Holdings, Inc. (CNNE) SEC Filings, Aug-Oct 2025

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.

Cannae Holdings, Inc. has scheduled its 2025 annual meeting of shareholders for December 12, 2025. Because this date falls more than 30 days after the anniversary of last year’s meeting, the company set a special deadline for shareholder proposals to be included in the proxy statement under Rule 14a-8: written proposals must be received at the company address in Las Vegas no later than September 5, 2025. Notices of director nominations or other proposals not intended for proxy inclusion must also be delivered by September 5, 2025 in accordance with the bylaws. Shareholders intending to solicit proxies under the universal proxy rules must provide required Rule 14a-19 information no later than October 13, 2025, which is 60 days before the meeting.

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.

Cannae Holdings reported a material loss driven by investment-related charges and operating weakness. The company recorded a net loss of $240.5 million for the quarter and $355.5 million for the six months, equal to basic net loss per share of $(3.93) for the quarter and $(5.72) for six months. Total operating revenues were $110.2 million in the quarter with an operating loss of $60.9 million, while equity in losses of unconsolidated affiliates was $(95.7) million for the quarter.

Significant items include a $59.1 million other-than-temporary impairment of Alight and a $68.1 million impairment related to Dun & Bradstreet after reclassifying D&B as a discontinued operation and held for sale ($528.0 million). The company sold 10.0 million D&B shares for $89.5 million and retained ~59.0 million shares (~13.2%).

The balance sheet shows total assets declined to $1,785.8 million from $2,228.9 million, cash fell to $66.7 million from $131.5 million, and investments in unconsolidated affiliates declined to $629.9 million. Management changes and related payments were recorded, including a $17.2 million lump-sum payment to William Foley and accelerated equity vesting.

Cannae Holdings, Inc. filed a current report to share that it released its financial results for the second quarter of 2025. On August 11, 2025, the company issued a press release detailing these results and a separate letter to shareholders covering the quarter ended June 30, 2025.

Both the press release and the shareholder letter are provided as exhibits to the report, allowing investors to review the full financial discussion directly from those documents. The company notes that this information is being furnished rather than filed, which affects how it is treated under securities law and limits its incorporation into other regulatory filings.

Carronade Capital has filed a preliminary proxy solicitation against Cannae Holdings (CNNE) and nominated four independent directors to seek board seats. The activist, which beneficially owns approximately 3.19 million shares, is pressing the board for answers on governance and capital return after Cannae sold its stake in Dun & Bradstreet for $632 million. Carronade notes Cannae committed to return at least $300 million of those proceeds via buybacks and has repurchased about $100 million so far, asking whether the remaining $200 million will go to non-insider shareholders or be used to repurchase shares tied to Executive Chairman Bill Foley at a 20% premium. The activist also highlights weak historical shareholder returns and questions Foley’s new director services agreement and recent board changes.