[SCHEDULE 13D/A] Cannae Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Carronade beneficially owns 3,189,027 shares (approx. 5.9%), a material minority stake disclosed clearly
• Four director nominees (Aboelnaga, Duster, Prieto, Schaible) formally nominated for the 2025 annual meeting
• Engagement and Indemnification Agreements executed with each nominee, indicating preparedness for proxy/governance actions
• No securities transactions in the past 60 days, suggesting ownership was established prior to this amendment

Negative

• Issuer delayed the 2025 annual meeting to December 12, 2025, more than 175 days after the prior meeting, requiring resubmission of nominations
• Nominees' individual direct holdings are minimal (each holds roughly 1,300–1,470 shares), so their personal equity stakes are immaterial

Insights

Financial Analyst

TL;DR: Carronade holds a modest ~5.9% stake and is pursuing board representation after a meeting delay; stake size could support proxy activity but is not controlling.

Carronade's beneficial ownership of 5.9% signals a meaningful minority position that justifies nominating four directors. The amendment documents a procedural resubmission triggered by the issuer's decision to hold the annual meeting more than 175 days after the prior meeting. The lack of recent transactions suggests the stake was established earlier and is being used for governance influence rather than an aggressive accumulation in the last 60 days. For investors, the filing provides clear ownership metrics and formalized nominee support via Engagement and Indemnification Agreements, which institutionalize the nominees' relationship with Carronade.

Corporate Governance Expert

TL;DR: This is a governance push: nominations plus indemnification agreements formalize a board challenge after a materially delayed annual meeting.

The amendment clarifies procedural steps taken to ensure the nominees are properly re-submitted under the issuer's bylaws following the meeting delay. Execution of Engagement and Indemnification Agreements is standard practice to protect nominees and signal preparedness for proxy engagement. The nominees' direct shareholdings are immaterial individually, meaning Carronade's influence depends on its pooled holdings and any external support it may attract. The filing is primarily governance-focused rather than financial-disclosure heavy.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Cannae Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

13765N107

(CUSIP Number)

DAN GROPPER
CARRONADE CAPITAL MANAGEMENT, LP, 17 Old Kings Highway South, Suite 140
Darien, CT, 06820
203-485-0880

MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

CARRONADE CAPITAL MANAGEMENT, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,189,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,189,027.00

11

Aggregate amount beneficially owned by each reporting person

3,189,027.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

Carronade Capital Master, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,012,218.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,012,218.00

11

Aggregate amount beneficially owned by each reporting person

3,012,218.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

CARRONADE CAPITAL GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,012,218.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,012,218.00

11

Aggregate amount beneficially owned by each reporting person

3,012,218.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

CARRONADE CAPITAL MANAGEMENT GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,189,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,189,027.00

11

Aggregate amount beneficially owned by each reporting person

3,189,027.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

GROPPER DAN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,189,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,189,027.00

11

Aggregate amount beneficially owned by each reporting person

3,189,027.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

Aboelnaga Mona

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,400.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,400.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,400.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.003 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

Duster Benjamin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,338.32
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,338.32
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,338.32

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.002 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

DENNIS A. PRIETO

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,470.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,470.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,470.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.003 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 13765N107

1

Name of reporting person

CHERIE L. SCHAIBLE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,360.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,360.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,360.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.003 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Cannae Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: C/O CANNAE HOLDINGS, INC., 1701 VILLAGE CENTER CIRCLE, LAS VEGAS, NEVADA , 89134.
Item 1 Comment: The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: As previously disclosed in the Schedule 13D, on December 19, 2024, Carronade delivered a letter to the Issuer (the "Initial Nomination Letter") nominating Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto and Cherie L. Schaible (collectively, the "Nominees") for election to the Board of Directors of the Issuer (the "Board") at the Issuer's 2025 annual meeting of shareholders (the "Annual Meeting"). Notwithstanding Carronade's timely delivery of the Initial Nomination Letter, the Issuer announced on August 26, 2025 that the Annual Meeting will be held on December 12, 2025, more than 175 days after the anniversary date of the Issuer's 2024 annual meeting of shareholders. In light of this significant delay in holding the Annual Meeting, Carronade was compelled to resubmit its nomination of the Nominees for election to the Board at the Annual Meeting pursuant to the Issuer's Bylaws. Accordingly, on September 4, 2025, Carronde delivered a letter to the Issuer nominating the Nominees for election to the Board at the Annual Meeting.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 54,200,000 Shares outstanding, as of August 29, 2025, as reported by the Issuer in its Sum of the Parts report, dated August 29, 2025, which was posted on the Issuer's website. As of the date hereof, Carronade beneficially owns directly 3,012,218 Shares, representing approximately 5.6% of the outstanding Shares. Carronade Capital GP, as the general partner of Carronade, may be deemed the beneficial owner of the 3,012,218 shares of Common Stock owned directly by Carronade, representing approximately 5.6% of the outstanding Shares. As of the date hereof, 176,809 Shares were held in the Managed Account, representing approximately 0.3% of the outstanding Shares. Carronade Capital Management, as the investment manager of each of Carronade and the Managed Account, may be deemed the beneficial owner of the (i) 3,012,218 Shares beneficially owned directly by Carronade and (ii) 176,809 Shares held in the Managed Account, representing approximately 5.9% of the outstanding Shares. Carronade Capital Management GP, as the general partner of Carronade Capital Management, may be deemed the beneficial owner of the (i) 3,012,218 Shares beneficially owned directly by Carronade and (ii) 176,809 Shares held in the Managed Account, representing approximately 5.9% of the outstanding Shares. Mr. Gropper, as the Managing Member of Carronade Capital Management GP, may be deemed the beneficial owner of the (i) 3,012,218 Shares beneficially owned directly by Carronade and (ii) 176,809 Shares held in the Managed Account, representing approximately 5.9% of the outstanding Shares. As of the date hereof, Ms. Aboelnaga directly beneficially owns 1,400 shares of Common Stock, representing approximately 0.003% of the outstanding Shares. As of the date hereof, Mr. Duster directly beneficially owns 1,338.329 shares of Common Stock, representing approximately 0.002% of the outstanding Shares. As of the date hereof, Mr. Prieto directly beneficially owns 1,470 shares of Common Stock, representing approximately 0.003% of the outstanding Shares. As of the date hereof, Ms. Schaible directly beneficially owns 1,360 shares of Common Stock, representing approximately 0.003% of the outstanding Shares. The filing of this Amendment No. 1 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.
(c)	Item 5(c) is hereby amended to add the following: There were no transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: As described in the Schedule 13D, Carronade has signed the Engagement and Indemnification Agreements with each of the Nominees. A form of the Engagement and Indemnification Agreement is attached as Exhibit 99.2 to the Schedule 13D and is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CARRONADE CAPITAL MANAGEMENT, LP

Signature:	/s/ Rinarisa Coronel DeFronze
Name/Title:	Rinarisa Coronel DeFronze, Chief Compliance Officer & Counsel
Date:	09/08/2025

Carronade Capital Master, LP

Signature:	/s/ Rinarisa Coronel DeFronze
Name/Title:	Rinarisa Coronel DeFronze, Authorized Signatory
Date:	09/08/2025

CARRONADE CAPITAL GP, LLC

Signature:	/s/ Rinarisa Coronel DeFronze
Name/Title:	Rinarisa Coronel DeFronze, Authorized Signatory
Date:	09/08/2025

CARRONADE CAPITAL MANAGEMENT GP, LLC

Signature:	/s/ Rinarisa Coronel DeFronze
Name/Title:	Rinarisa Coronel DeFronze, Authorized Signatory
Date:	09/08/2025

GROPPER DAN

Signature:	/s/ Dan Gropper
Name/Title:	Individually and as attorney-in-fact for Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto and Cherie L. Schaible
Date:	09/08/2025

Aboelnaga Mona

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	09/08/2025

Duster Benjamin

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	09/08/2025

DENNIS A. PRIETO

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	09/08/2025

CHERIE L. SCHAIBLE

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	09/08/2025

FAQ

What stake does Carronade Capital report in Cannae Holdings (CNNE)?

Carronade reports directly owning 3,012,218 shares (approx. 5.6%) and, including a Managed Account holding 176,809 shares, beneficial ownership of 3,189,027 shares (approx. 5.9%) of 54,200,000 outstanding shares.

Who are the nominees Carronade nominated for Cannae's board?

The nominees are Mona Aboelnaga, Benjamin C. Duster IV, Dennis A. Prieto and Cherie L. Schaible.

Why was Amendment No. 1 filed?

Amendment No. 1 was filed to resubmit the nominations because the issuer announced the 2025 annual meeting would be held on December 12, 2025, more than 175 days after the prior annual meeting, triggering a bylaw resubmission requirement.

Were there any recent transactions by the reporting persons?

The filing states there were no transactions in the past 60 days by the reporting persons in the issuer's securities.

Does Carronade have agreements in place with the nominees?

Yes. The filing references signed Engagement and Indemnification Agreements with each nominee; a form is attached as Exhibit 99.2 to the Schedule 13D.

What outstanding share count is the percentage ownership based on?

Percentages are based on 54,200,000 shares outstanding, per the issuer's August 29, 2025 report.