Cannae Holdings (CNNE) investors disclose 6.8% stake and board seats

Rhea-AI Filing Summary

Cannae Holdings, Inc. is the subject of an updated ownership report from an investor group led by Carronade Capital entities. Carronade and a managed account report beneficial ownership of 3,262,648 common shares, made up of 3,076,999 shares held by Carronade and 185,649 shares in the managed account, which together represent about 6.8% of Cannae's 48,000,000 shares outstanding as of November 28, 2025.

The disclosure also notes governance changes following the company’s 2025 annual meeting. Shareholders elected Carronade’s director nominees, Mona Aboelnaga and Cherie L. Schaible, to Cannae’s board of directors. After the meeting, Aboelnaga, Schaible, Benjamin C. Duster IV and Dennis A. Prieto are no longer part of the reporting group, while the Carronade entities and Dan Gropper continue to report jointly on their Cannae ownership under a new joint filing agreement.

Insights

Corporate governance analyst

Carronade-linked investors report 6.8% Cannae stake and have two nominees elected.

An investor group led by Carronade Capital Management reports beneficial ownership of 3,262,648 Cannae Holdings shares, combining 3,076,999 shares at Carronade and 185,649 shares in a managed account. Based on 48,000,000 shares outstanding as of November 28, 2025, this represents about 6.8% of Cannae’s common stock, indicating a meaningful but not controlling position.

The group has also gained board representation: the company states that Carronade’s nominees, Mona Aboelnaga and Cherie L. Schaible, were elected to Cannae’s board at the December 12, 2025 annual meeting. At the same time, Aboelnaga, Schaible, Benjamin C. Duster IV and Dennis A. Prieto exit the reporting group, leaving the Carronade entities and Dan Gropper to continue as a coordinated filer under a new joint filing agreement. This combination of a mid‑single‑digit stake and two board seats signals an active governance role for this shareholder group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

12/12/2025

(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 3,262,648.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,262,648.00

11

Aggregate amount beneficially owned by each reporting person

3,262,648.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

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 3,076,999.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,076,999.00

11

Aggregate amount beneficially owned by each reporting person

3,076,999.00

12

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

13

Percent of class represented by amount in Row (11)

6.4 %

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 3,076,999.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,076,999.00

11

Aggregate amount beneficially owned by each reporting person

3,076,999.00

12

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

13

Percent of class represented by amount in Row (11)

6.4 %

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 3,262,648.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,262,648.00

11

Aggregate amount beneficially owned by each reporting person

3,262,648.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

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 3,262,648.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,262,648.00

11

Aggregate amount beneficially owned by each reporting person

3,262,648.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

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 8,900.32
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,900.32
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,900.32

12

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

13

Percent of class represented by amount in Row (11)

0.019 %

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 1,920.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,920.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,920.00

12

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

13

Percent of class represented by amount in Row (11)

0.004 %

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. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 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 2.	Identity and Background
(a)	Item 2(a) is hereby amended to add the following: Following the Issuer's 2025 annual meeting of shareholders held on December 12, 2025 (the "Annual Meeting"), Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto and Cherie L. Schaible are no longer members of the Schedule 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 2 to the Schedule 13D. The remaining Reporting Persons, including Carronade, Carronade Capital GP, Carronade Capital Management, Carronade Capital Management GP, and Mr. Gropper, will continue filing statements on Schedule 13D as a group with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of such remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by Carronade and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,076,999 Shares beneficially owned by Carronade is approximately $59,215,306, excluding brokerage commissions. The aggregate purchase price of the 185,649 Shares held in the Managed Account is approximately $3,662,031, excluding brokerage commissions. The Shares purchased by each of Ms. Aboelnaga, Mr. Duster, Mr. Prieto and Ms. Schaible were purchased with personal funds. The aggregate purchase price of the 1,400 Shares beneficially owned by Ms. Aboelnaga is approximately $26,624.28, excluding brokerage commissions. The aggregate purchase price of the 8,900.329 Shares beneficially owned by Mr. Duster is approximately $157,619.87, excluding brokerage commissions. The aggregate purchase price of the 1,920 Shares beneficially owned by Mr. Prieto is approximately $35,050.07, excluding brokerage commissions. The aggregate purchase price of the 1,360 Shares beneficially owned by Ms. Schaible is approximately $25,586, excluding brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: According to the voting results from the Annual Meeting disclosed by the Issuer on Form 8-K filed with the Securities and Exchange Commission on December 16, 2025, Carronade's director nominees, Ms. Aboelnaga and Ms. Schaible, were elected to the Issuer's board of directors by shareholders. On December 12, 2025, Carronade issued a press release in connection with the Annual Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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 48,000,000 Shares outstanding, as of November 28, 2025, as reported by the Issuer in its Sum of the Parts report, dated November 28, 2025, which was posted on the Issuer's website. As of the date hereof, Carronade beneficially owns directly 3,076,999 Shares, representing approximately 6.4% of the outstanding Shares. Carronade Capital GP, as the general partner of Carronade, may be deemed the beneficial owner of the 3,076,999 shares of Common Stock owned directly by Carronade, representing approximately 6.4% of the outstanding Shares. As of the date hereof, 185,649 Shares were held in the Managed Account, representing approximately 0.4% 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) 3,076,999 Shares beneficially owned directly by Carronade and (ii) 185,649 Shares held in the Managed Account, representing approximately 6.8% 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) 3,076,999 Shares beneficially owned directly by Carronade and (ii) 185,649 Shares held in the Managed Account, representing approximately 6.8% of the outstanding Shares. Mr. Gropper, as the Managing Member of Carronade Capital Management GP, may be deemed the beneficial owner of the (i) 3,076,999 Shares beneficially owned directly by Carronade and (ii) 185,649 Shares held in the Managed Account, representing approximately 6.8% 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 8,900.329 shares of Common Stock, representing approximately 0.019% of the outstanding Shares. As of the date hereof, Mr. Prieto directly beneficially owns 1,920 shares of Common Stock, representing approximately 0.004% 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. 2 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: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. All of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On December 16, 2025, the Reporting Persons that will remain Reporting Persons after the filing of this Amendment No. 2 to the Schedule 13D entered into a Joint Filing Agreement in which the remaining Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 1 - Transactions in Securities. 99.1 - Press Release, dated December 12, 2025. 99.2 - Joint Filing Agreement, dated December 16, 2025.

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:	12/16/2025

Carronade Capital Master, LP

Signature:	/s/ Rinarisa Coronel DeFronze
Name/Title:	Rinarisa Coronel DeFronze, Authorized Signatory
Date:	12/16/2025

CARRONADE CAPITAL GP, LLC

Signature:	/s/ Rinarisa Coronel DeFronze
Name/Title:	Rinarisa Coronel DeFronze, Authorized Signatory
Date:	12/16/2025

CARRONADE CAPITAL MANAGEMENT GP, LLC

Signature:	/s/ Rinarisa Coronel DeFronze
Name/Title:	Rinarisa Coronel DeFronze, Authorized Signatory
Date:	12/16/2025

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:	12/16/2025

Aboelnaga Mona

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	12/16/2025

Duster Benjamin

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	12/16/2025

DENNIS A. PRIETO

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	12/16/2025

CHERIE L. SCHAIBLE

Signature:	/s/ Dan Gropper
Name/Title:	Dan Gropper, Attorney-in-fact
Date:	12/16/2025

FAQ

How many Cannae Holdings (CNNE) shares does the Carronade group report owning?

The investor group led by Carronade reports beneficial ownership of 3,262,648 Cannae Holdings common shares, consisting of 3,076,999 shares held by Carronade and 185,649 shares in a managed account. This equals about 6.8% of the company’s outstanding shares, based on 48,000,000 shares as of November 28, 2025.

What percentage of Cannae Holdings (CNNE) does the Carronade group control?

Using Cannae’s reported 48,000,000 shares outstanding as of November 28, 2025, the Carronade group’s 3,262,648 shares represent approximately 6.8% of the common stock.

Which Carronade nominees were elected to Cannae Holdings board in 2025?

According to the company’s disclosed voting results, Carronade’s director nominees Mona Aboelnaga and Cherie L. Schaible were elected to the Cannae Holdings board of directors at the December 12, 2025 annual meeting of shareholders.

Which investors are leaving the Cannae Holdings (CNNE) reporting group?

Following the 2025 annual meeting, Mona Aboelnaga, Benjamin C. Duster IV, Dennis A. Prieto and Cherie L. Schaible are no longer members of the group and cease to be reporting persons upon the filing of this amendment.

How many Cannae Holdings (CNNE) shares are outstanding for these ownership calculations?

The ownership percentages are calculated using 48,000,000 Cannae Holdings common shares outstanding as of November 28, 2025, as reported in the company’s Sum of the Parts report.

How much did Carronade pay for its Cannae Holdings (CNNE) position?

The filing states that the 3,076,999 shares held by Carronade were acquired for an aggregate purchase price of about $59,215,306, and the 185,649 shares in the managed account for about $3,662,031, both figures excluding brokerage commissions.